Common use of Registration, Transfer and Exchange Clause in Contracts

Registration, Transfer and Exchange. 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 Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each series and the registration of transfer of Registered Securities of such series. Each such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, maturity date, interest rate, if any, and original issue date in authorized denominations for a like aggregate principal amount. All Registered Securities presented for registration of transfer shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Issuer will keep Company shall cause to be kept at each the Corporate Trust Office of the Trustee or in any office or agency to be maintained for by the purpose Company in accordance with Section 9.2 in a Place of Payment or in such other place or medium as provided in may be specified pursuant to Section 3.2 for each series of Registered Securities 3.1 a register or registers (the “Register”) in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities of each series and the registration of transfer transfers of Registered Securities of such seriesSecurities. Each such register The Register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times such register or registers shall be open Unless otherwise provided as contemplated by Section 3.1, the Trustee is hereby appointed “Registrar” for inspection the purpose of registering Registered Securities and available for copying by the Trusteetransfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such the office or agency maintained pursuant to be maintained Section 9.2 in a Place of Payment for the purpose as provided in Section 3.2that series, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, maturity date, interest rate, if any, and original issue date in of any authorized denominations for and of a like aggregate principal amount. All Registered Unless otherwise provided with respect to any Securities presented pursuant to Section 3.1, Bearer Securities (except for registration of transfer any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall (if so required be transferable by the Issuer or the Trustee) be duly endorsed bydelivery. Unless otherwise provided as contemplated by Section 3.1, or 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. At at the option of the Holder thereofHolder, Registered Securities of any series (other than except a Global Security, except as set forth belowRegistered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a Security 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 having may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and an equal of like tenor and aggregate principal amount, upon surrender of such the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the Issuer that 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 maintained 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 purpose Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Unless otherwise specified pursuant to Section 3.2. The Issuer may require payment of 3.1 with respect to a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange series of Securities or as otherwise provided below in this Section 3.5, owners of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled to be redeemed, (b) any Registered have Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security series registered in their names, will not required receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be repurchasedconsidered the Holders or owners thereof for any purposes hereunder. Notwithstanding any other provision of this Section 2.8Section, unless and until it is exchanged in whole or in part for Securities in definitive registered formcertificated form in the circumstances described below, a Global Security in global form representing all or a part portion of the Securities of a series may not be transferred or exchanged except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for the Securities of such Securities series notifies the Company that it shall no longer be eligible under Section 2.43.3, the Issuer Company shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary for the Securities of such Securities series is not appointed by the Issuer Company within 90 days after the Issuer Company receives such notice or becomes aware of such ineligibility, the Issuer's Company’s election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities 3.1(a) (27) shall no longer be effective with respect to the Securities of such series and the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer 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 registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. The Issuer Company may at any time and in its sole discretion determine that the Securities of any a series issued in the global form of one or more Global Securities shall no longer be represented by such a Global Security or SecuritiesSecurities in global form. In such event, event the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer a Company Order for the authentication and delivery of definitive certificated Securities of such seriesseries of like tenor, shall authenticate and deliver, Securities of such series of like tenor in definitive registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities, series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. If specified by the Issuer Company pursuant to Section 2.3 3.1 with respect to Securities represented by a Global Securityseries of Securities, the Depositary for such Global Security series may surrender a Security in global form of such Global Security series in exchange in whole or in part for Securities of the same such series in definitive registered certificated form on such terms as are acceptable to the Issuer Company and such Depositary. Thereupon, the Issuer Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. (a) Each Global Security authenticated under this Indenture shall be registered in the Security Register in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or a custodian or common depositary therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Except as otherwise specified as contemplated by Section 2.4 hereof, any Global Security shall be exchangeable for Definitive Securities only as provided in this paragraph. A Global Security shall be exchangeable pursuant to this Section only (i) if the Depositary notifies the Company in writing that it is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Company within 120 days of such notification, (ii) in the event of an Event of Default, at the request of the Holders, or (iii) at any time if the Company at its option and in its sole discretion determines that the Global Securities of a particular series should be exchanged for Definitive Securities of that series. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for, unless otherwise specified or contemplated by Section 2.4, Definitive Securities bearing interest (if any) at the same rate or pursuant to the same formula, having the same date of issuance, the same date or dates from which such interest shall accrue, the same Interest Payment Dates on which such interest shall be payable or the manner of determination of such Interest Payment Dates, redemption provisions, if any, and other terms and of differing denominations aggregating a like amount as the Global Security so exchangeable. Definitive Securities issued in exchange for Global Securities shall be registered in the Security Register in such names as from time to time provided by the Depositary for such Global Securities, pursuant to instructions from the Agent Members, to the Trustee. Any Global Security that is exchangeable pursuant to the preceding paragraph, unless otherwise specified as contemplated by Section 2.4, shall be exchangeable for Securities issuable in authorized denominations of a like aggregate principal amount and tenor. Except as provided above, owners solely of beneficial interests in a Global Security shall not be entitled to receive physical delivery of Definitive Securities and will not be considered the Holders thereof for any purpose under this Indenture. In the event that a Global Security is surrendered for redemption in part pursuant to Article Eleven, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered. The Issuer will keep Agent Members, and any beneficial owners shall have no rights under this Indenture with respect to any Global Security held on their behalf by a Holder, and such Holder shall be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, 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 a Holder or impair, as between the Depositary or other clearance service and its Agent Members and Holders, the operation of customary practices governing the exercise of the rights of a holder of any security, including without limitation the granting of proxies or other authorization of participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture. In connection with any exchange of interests in a Global Security for Definitive Securities, as provided in this subsection (a), the Company shall, without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, deliver to the Trustee Definitive Securities in aggregate principal amounts equal to the principal amount of such Global Security or the portion to be exchanged executed by the Company. On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Holder to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for Definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations as the portion of such Global Security to be exchanged. Any Global Security that is exchangeable pursuant to this Section 2.9 shall be exchangeable for Securities issuable in the denominations specified as contemplated by Section 2.4 and registered in the Security Register in such names as the Holder of such Global Security shall direct. If a Definitive Security is issued in exchange for any portion of a Global Security after the close of business at each the office or agency where such exchange occurs on any record date and before the opening of business at such office or agency on the relevant Interest Payment Date, interest will not be payable on such Interest Payment Date in respect of such Definitive Security, but will be payable on such Interest Payment Date only to the person to whom payments of interest in respect of such portion of such Global Security are payable. The Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture with respect to the Securities. Except as otherwise specified pursuant to Section 2.4, Definitive Securities of any series may be exchanged for a like aggregate principal amount of Definitive Securities of such series of other authorized denominations containing identical terms and provisions. Securities to be maintained for exchanged shall be surrendered at an office or agency of the purpose as provided in Company designated pursuant to Section 3.2 for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Security or Securities of the same series to each series person specified by the Depositary. Except as otherwise specified pursuant to Section 2.4, the Company shall cause to be kept in the principal Corporate Trust Office of Registered Securities the Trustee a register (the register maintained in such office and in any other office or registers agency of the Company in a Place of Payment being herein collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered registered Securities and of each series and the registration of transfer of Registered Securities transfers of such series. Each Securities; provided no such register Security Register shall be maintained in written form any office or agency in the English language or in any other form capable of being converted into such form within a reasonable timeUnited Kingdom. At all reasonable times such register or registers Definitive Securities shall be open for inspection and available for copying by transferable only on the TrusteeSecurity Register. Upon due presentation surrender for registration of transfer of any Registered Definitive Security of any series at any such an office or agency of the Company designated pursuant to be maintained Section 3.2 for the purpose as provided in Section 3.2such purpose, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Definitive Securities of the same series, maturity date, interest rate, if any, and original issue date in series of any authorized denominations for containing identical terms and provisions, of a like aggregate principal amount. All Registered Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Definitive Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer Company or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Company and the Trustee Security Registrar duly executed byexecuted, by the registered Holder thereof or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that No service charge shall be maintained made for such purpose in accordance with Section 3.2. The Issuer any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. The Issuer Company shall not be required (i) to exchange or issue, register a in the Security Register the transfer of (a) or exchange any Registered Securities Security of any series for during a period beginning at the opening of business 15 days next preceding before the first mailing or publication day of the giving of a notice of redemption of Registered Securities of such series to be redeemedselected for redemption under Article Eleven and ending at the close of business on the day of the giving of such notice, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (cii) to register the transfer of or exchange any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security so selected for redemption in whole or in part, except the unredeemed portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged Securities being redeemed in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,part.

Registration, Transfer and Exchange. The Issuer Company will keep or will cause to be kept at each the office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities 3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it the Company will provide for the registration of Registered Securities of each series and the registration of transfer of Registered Securities of such seriesas is provided in this Article 2. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series Series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees transferees, a new Registered Security or Registered Securities of the same series, maturity date, interest rate, if any, and original issue date Series in authorized denominations for a like aggregate principal amount. All At the option of the Holder thereof, Unregistered Securities of a Series which by their terms are registerable as to principal and interest may, to the extent and under the circumstances specified pursuant to Section 2.03, be exchanged for Registered Securities presented for registration of transfer shall (if so required such Series, as may be issued by the Issuer or the Trustee) be duly endorsed by, or 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 writingterms thereof. At the option of the Holder thereof, Registered Securities of a Series which by their terms provide for the issuance of Unregistered Securities may, to the extent and under the circumstances specified pursuant to Section 2.03, be exchanged for Unregistered Securities of such Series. Securities so issued in exchange for other Securities shall be of any authorized denomination and of like principal amount, maturity date, and interest rate or method of determining interest, and shall be issued upon surrender of the Securities for which they are to be exchanged and, in the case of Coupon Securities, together with all unmatured Coupons and matured Coupons in default appertaining thereto, at the office of the Company provided for in Section 3.02 and upon payment, if the Company shall require, of charges provided therein. Unregistered Securities of any series (other than a Global SecuritySeries issued in exchange for Registered Securities of such Series between the regular record date for such Registered Security and the next interest payment date will be issued without the Coupon relating to such interest payment date, except as set forth below) may and Unregistered Securities surrendered in exchange for Registered Securities between such dates shall be exchanged surrendered without the Coupon relating to such interest payment date. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered in exchange for a Registered Security or Securities unless the Trustee receives a certificate signed by the Person entitled to delivery of such series having authorized denominations and an equal aggregate principal amountSecurity or other items or documents fulfilling such conditions as shall be required by regulations of the U.S. Department of the Treasury, upon surrender or shall be notified by the Company that such a certificate shall not be required by such regulations; provided, however, that no such Unregistered Security shall be delivered by the Trustee if the Trustee or such agent shall have, or shall have been notified in writing by the Company that the Company has, actual knowledge that such certificate is false. Upon presentation for registration of such any Unregistered Securities of any Series which by its terms is registerable as to be exchanged principal, at the office or agency of the Issuer that Company to be maintained as provided in Section 3.02, such Security shall be maintained registered as to principal in the name of the Holder thereof and such registration shall be noted on such Security. Any Security so registered shall be transferable on the registry books of the Company upon presentation of such Security at such office or agency for similar notation thereon, but such purpose Security may be discharged from registration by being in accordance with a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except as otherwise provided pursuant to Section 3.22.03, Unregistered Securities shall continue to be subject to successive registrations and discharges from registration at the option of the Holders thereof. The Issuer Unregistered Securities shall be transferable by delivery, except while registered as to principal. Registration of any Coupon Security shall not affect the transferability by delivery of the Coupons appertaining thereto which shall continue to be payable to bearer and transferable by delivery. All Securities and Coupons, if any, issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder thereof or such Xxxxxx's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of Securities, other than exchanges pursuant to Section 2.11, 8.05 or 11.02 not involving any series as contemplated by the immediately preceding paragraphtransfer. The Issuer Company shall not be required to exchange or register a transfer of (a) to issue, register the transfer of or exchange any Registered Securities of any series for Security during a period beginning at the opening of business 15 days next preceding before the first day of mailing or publication of a notice of redemption of Registered Securities of such series to be redeemed, for redemption under Article 11 or (b) to register the transfer of or exchange any Registered Securities selected, called or being called Security so selected for redemption, redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,redeemed.

Registration, Transfer and Exchange. The Issuer will keep Company shall cause to be kept at each the Corporate Trust Office of the Trustee or in any office or agency to be maintained for by the purpose Company in accordance with Section 9.2 in a Place of Payment or in such other place or medium as provided in may be specified pursuant to Section 3.2 3.1 a register for each series of Registered Securities (the registers maintained in such office or in any such office or agency of the Company in a register or registers Place of Payment being herein sometimes referred to collectively as the "Register") in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities of each series and the registration of transfer transfers of Registered Securities of such seriesSecurities. Each such register The Register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times such register or registers shall be open Unless otherwise provided as contemplated by Section 3.1, the Trustee is hereby appointed "Registrar" for inspection the purpose of registering Registered Securities and available for copying by the Trusteetransfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such the office or agency maintained pursuant to be maintained Section 9.2 in a Place of Payment for the purpose as provided in Section 3.2that series, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, maturity date, interest rate, if any, and original issue date in of any authorized denominations for and of a like aggregate principal amount. All Registered Unless otherwise provided as contemplated by Section 3.1, Bearer Securities presented (except for registration of transfer any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall (if so required be transferable by the Issuer or the Trustee) be duly endorsed bydelivery. Unless otherwise provided as contemplated by Section 3.1, or 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. At at the option of the Holder thereofHolder, Registered Securities of any series (other than except a Global Security, except as set forth belowRegistered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a Security 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 having may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and an equal of like tenor and aggregate principal amount, upon surrender of such the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the Issuer that 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 maintained 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 purpose Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Unless otherwise specified pursuant to Section 3.2. The Issuer may require payment of 3.1 with respect to a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange series of Securities or as otherwise provided below in this Section 3.5, owners of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled to be redeemed, (b) any Registered have Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security series registered in their names, will not required receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be repurchasedconsidered the Holders or owners thereof for any purposes hereunder. Notwithstanding any other provision of this Section 2.8Section, unless and until it is exchanged in whole or in part for Securities in definitive registered formcertificated form in the circumstances described below, a Global Security in global form representing all or a part 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 DepositaryDepository. If at any time the Depositary Depository for any the Securities of a series represented by one or more Global Securities notifies the Issuer Company that it is unwilling or unable to continue as Depositary Depository for the Securities of such Securities series or if at any time the Depositary Depository for the Securities of such Securities series notifies the Company that it shall no longer be eligible under Section 2.43.3, the Issuer Company shall appoint a successor Depositary Depository with respect to the Securities of such Securitiesseries. If Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary Depository for the Securities of such Securities series is not appointed by the Issuer Company within 90 days after the Issuer Company receives such notice or becomes aware of such ineligibility, the IssuerCompany's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities 3.1(b) (26) shall no longer be effective with respect to the Securities of such series and the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer 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 registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. The Issuer Company may at any time and in its sole discretion determine that the Securities of any a series issued in the global form of one or more Global Securities shall no longer be represented by such a Global Security or SecuritiesSecurities in global form. In such event, event the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer a Company Order for the authentication and delivery of definitive certificated Securities of such seriesseries of like tenor, shall authenticate and deliver, Securities of such series of like tenor in definitive registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities, series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. If specified by the Issuer Company pursuant to Section 2.3 3.1 with respect to Securities represented by a Global Securityseries of Securities, the Depositary Depository for such Global Security series may surrender a Security in global form of such Global Security series in exchange in whole or in part for Securities of the same such series in definitive registered certificated form on such terms as are acceptable to the Issuer Company and such DepositaryDepository. Thereupon, the Issuer Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Issuer Company will keep at each the office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for register, and will register the registration of transfer of, Registered Securities of each series and the registration of transfer of Registered Securities of such seriesas in this Article Two provided. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series Series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer Company 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, if any, and original issue date Series in authorized denominations for a like aggregate principal amount. All At the option of the Holder thereof, Unregistered Securities of a Series, which by their terms are registerable as to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.5, be exchanged for Registered Securities presented for registration of transfer shall (if so required such Series, as may be issued by the Issuer or the Trustee) be duly endorsed by, or 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 writingterms thereof. At the option of the Holder thereof, Registered Securities of a Series, which by their terms provide for the issuance of Unregistered Securities, may, to the extent and under the circumstances specified pursuant to Section 2.5, be exchanged for Unregistered Securities of such Series. Securities so issued in exchange for other Securities shall be of any authorized denomination and of like principal amount and maturity date, interest rate or method of determining interest, and shall be issued upon surrender of the Securities for which they are to be exchanged and, in the case of Coupon Securities, together with all unmatured Coupons and matured Coupons in default appertaining thereto, at the office of the Company provided for in Section 3.2 and upon payment, if the Company shall require, of charges provided therein. Unregistered Securities of any series (other than a Global SecuritySeries issued in exchange for Registered Securities of such Series between the regular record date for such Registered Security and the next interest payment date will be issued without the Coupon relating to such interest payment date, except as set forth below) may and Unregistered Securities surrendered in exchange for Registered Securities between such dates shall be exchanged surrendered without the Coupon relating to such interest payment date. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered in exchange for a Registered Security or Securities unless the Trustee receives a certificate signed by the person entitled to delivery of such series having authorized denominations and an equal aggregate principal amountSecurity or other items or documents fulfilling such conditions as shall be required by regulations of the United States Department of the Treasury, upon surrender or shall be notified by the Company that such a certificate shall not be required by such regulations; provided, however, that no such Unregistered Security shall be delivered by the Trustee if the Trustee or such agent shall have, or shall have been notified in writing by the Company that the Company has, actual knowledge that such certificate is false. Upon presentation for registration of such any Unregistered Securities of any Series which by its terms is registerable as to be exchanged principal, at the office or agency of the Issuer that Company to be maintained as provided in Section 3.2, such Security shall be maintained registered as to principal in the name of the Holder thereof and such registration shall be noted on such Security. Any Security so registered shall be transferable on the registry books of the Company upon presentation of such Security at such office or agency for similar notation thereon, but such purpose Security may be discharged from registration by being in accordance with a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except as otherwise provided pursuant to Section 3.22.5 hereof, Unregistered Securities shall continue to be subject to successive registrations and discharges from registration at the option of the Holders thereof. The Issuer Unregistered Securities shall be transferable by delivery, except while registered as to principal. Registration of any Coupon Security shall not effect the transferability by delivery of the Coupons appertaining thereto which shall continue to be payable to bearer and transferable by delivery. All Securities and Coupons issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any series as contemplated by the immediately preceding paragraphtransfer. The Issuer Company shall not be required (i) to exchange or issue, register a the transfer of (a) or exchange any Registered Securities of any series for Security during a period beginning at the opening of business 15 days next preceding before the first day of mailing or publication of a notice of redemption of Registered Securities for redemption under Article Twelve or (ii) to register the transfer of such series to be redeemed, (b) or exchange any Registered Securities selected, called or being called Security so selected for redemption, redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,redeemed.

Registration, Transfer and Exchange. The Issuer Company will keep at each office or agency to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, the Issuer Company 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, if any, rate and original issue date in authorized denominations for a like aggregate principal amount. All Registered Securities presented for registration of transfer shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than except a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer Company that shall be maintained for such purpose in accordance with Section 3.23.02 and upon payment, if the Company shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the Trustee will deliver a certificate of disposition thereof to the Company. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his or her attorney duly authorized in writing. The Issuer Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer Company shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.82.09, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for such the Securities of a series shall no longer be eligible under Section 2.42.05, the Issuer Company shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If a successor Depositary for the Securities of such Securities series is not appointed by the Issuer Company within 90 days after the Issuer Company receives such notice or becomes aware of such ineligibility, the Issuer's Company’s election pursuant to Section 2.3 2.04 that the Securities of such Securities series be represented by one or more a Global Securities Security shall no longer be effective and the Issuer shall Company will execute, and the Trustee, upon receipt of an Issuer 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 registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities of such Securities series, in exchange for such Global Security or Securities. The Issuer Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, event the Issuer shall Company will execute, and the Trustee, upon receipt of an Issuer Order Officer’s Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securitiesseries, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the The Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer Company and such Depositary. Thereupon, the Issuer Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Issuer will keep at With respect to the Registered Securities of each office or agency Series, if any, the Company shall cause to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities kept a register (each such register being herein sometimes referred to as the “Security Register”) at an Office or registers Agency for such Series in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities of each series and the registration of transfer of Registered Securities of such seriesSeries and of transfers of the Registered Securities of such Series. Each such register Such Office or Agency shall be the “Security Registrar” for that Series of Securities. Unless otherwise specified in written form in or pursuant to this Indenture or the English language Securities, the Trustee shall be 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 replacement shall be effective until a successor Security Registrar with respect to such Series of being converted into Securities shall have been appointed by the Company and shall have accepted such form within appointment by the Company. 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 such register or registers times. The Company shall be open required to maintain a Security Registrar in each place where the principal of and premium or interest on any Security is payable. There shall be only one Security Register for inspection and available for copying by the Trusteeeach Series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series Series at any Office or Agency for such office or agency to be maintained for the purpose as provided in Section 3.2Series, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same seriesSeries denominated as authorized in or pursuant to this Indenture, maturity dateof a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, interest ratecertificated Securities (including Bearer Securities) and the right to receive the principal, premium and interest, if any, on any certificated Security may be transferred by a Holder by surrendering such certificate representing the certificated Securities at the Corporate Trust Office of the Trustee. Such certificate representing the certificated Securities may be reissued by the Company or the Trustee to a new Holder or a new certificate representing the certificated Securities may be issued by the Company or the Trustee to a new Holder. At the option of the Holder, Registered Securities of any Series may be exchanged for other Registered Securities of the same Series containing identical terms and original issue date provisions, in any authorized denominations for denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such Series. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities that 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 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 that 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 certificated 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 of the date the Company is so informed in writing or (ii) the Company, in its discretion, determines not to require all of the Securities of a Series to be represented by a global Security and notifies the Trustee of its decision by executing and delivering to the Trustee a Company Order to the effect that such global Security shall be so exchangeable. 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) or (ii) of the 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 Company shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same Series, containing identical terms 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 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 purpose, to be exchanged, in whole or in 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 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 (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 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 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 Securities Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Issuer Company or the TrusteeSecurity Registrar for such Security) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Issuer Company and the Trustee Security Registrar for such Security duly executed by, by the Holder thereof or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that No service charge shall be maintained made for such purpose in accordance with Section 3.2. The Issuer any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge and any other reasonable expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of Securities, other than exchanges pursuant to Section 3.4, 3.6, 9.5 or 11.7 not involving any series transfer. Except as contemplated by otherwise provided in or pursuant to this Indenture, the immediately preceding paragraph. The Issuer Company shall not be required (i) to exchange or register a the transfer of (a) any Registered or exchange Securities of any series for Series during a period beginning at the opening of business 15 days next preceding before the first mailing or publication of day the Company transmits a notice of redemption of Registered Securities of such series the Series selected for redemption and ending at the close of business on the day of the transmission, or (ii) to be redeemed, (b) register the transfer of or exchange any Registered Securities selected, called or being called Security selected for redemption, redemption in whole or in part, except, except in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed redeemed, or (ciii) 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 if of like tenor and the Holder thereof 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 exercised his rightbeen surrendered for repayment at the option of the Holder, except the portion, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,so repaid.

Registration, Transfer and Exchange. The Issuer Securities are issuable only in registered form. The Company will keep at each office or agency to be maintained for (the purpose as provided in Section 3.2 “Registrar”) for each series of Registered Securities a register or registers (the “Security Register(s)”) in which, subject to such reasonable regulations as it may prescribe, it will provide for register, and will register the registration of Registered transfer of, Securities of each series and the registration of transfer of Registered Securities of such seriesas provided in this Article. Each such register Such Security Register or Security Registers shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register Security Register or registers Security Registers shall be open for inspection and available for copying by the Trustee. The initial Registrar shall be the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any each such office or agency agency, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery in the name of the designated transferee or transferees a new Security or Securities of the same series, in each case, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Securities of any series (except a Security in global form) may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity, upon surrender of the Securities to be maintained exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the purpose Company shall execute, and, upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. A Holder may transfer a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided in Section 3.2herein, the Issuer Company, each Subsidiary Guarantor, the Trustee, and any agent of the Company or each Subsidiary Guarantor 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, any Subsidiary Guarantor, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book entry system maintained by the Depositary (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 equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such transactions set forth herein are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate 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, if any, and original issue date in authorized denominations for a like aggregate principal amount. All Registered Securities presented for registration of transfer shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2Registrar’s request. The Issuer Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Registered SecuritiesSecurities (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.11, 7.05 or 9.06). No service charge to any Holder shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer Company shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such that series to be redeemed, or (b) any Registered Securities of any series selected, called or being called for redemption, in whole or in part, redemption except, in the case of any Registered 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 redeemed. All Securities issued upon any transfer or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion exchange of such Security not required to Securities shall be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities of a series may not be transferred except surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as a whole by the Depositary for such series to a nominee of such Depositary compliance with any restrictions on transfer imposed under this Indenture or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or beneficial owners of interests in any Global Security) other than to require delivery of such Securities. If a successor Depositary for such Securities is not appointed certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibilityterms of, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall executethis Indenture, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of examine the same series in definitive registered to determine substantial compliance as to form on such terms as are acceptable to with the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,express requirements hereof.

Registration, Transfer and Exchange. (a) 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 Registered Securities a register or registers in which, subject to such reasonable regulations as it the Issuer may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, maturity date, interest rate, if any, 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 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 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, at the option of the Holder thereof, except as otherwise specified pursuant to Section 2.3, 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 3.2, 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 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. Registered Securities of any series may not be exchanged for Unregistered Securities of such series unless (1) otherwise specified pursuant to Section 2.3 and (2) the Issuer has delivered to the Trustee an Opinion of Counsel that (x) the Issuer has received from the IRS a ruling or (y) since the date hereof, there has been a change in the applicable United States Federal income tax law, in either case to the effect that the inclusion of terms permitting Registered Securities to be exchanged for Unregistered Securities would result in no United States Federal income tax effect adverse to the Issuer or to any Holder. Whenever any Securities are so surrendered for exchange, the 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, if any, surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee in accordance with its regular procedures. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed byexecuted, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. The Issuer or the registrar 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's ’s election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order any Officer’s Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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 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. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, 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, if any, 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 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 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 2.03, 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 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 Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.82.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.42.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's ’s election pursuant to Section 2.3 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order Officer’s Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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. 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 Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, maturity date, interest rate, if any, 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 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 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 2.3, 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, 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 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. Registered Securities of any series may not be exchanged for Unregistered Securities of such series unless (1) otherwise specified pursuant to Section 2.3 and (2) the Issuer has delivered to the Trustee an Opinion of Counsel that (x) the Issuer has received from the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that the inclusion of terms permitting Registered Securities to be exchanged for Unregistered Securities would result in no adverse Federal income tax effect to the Issuer or to any Holder. Whenever any Securities are so surrendered for exchange, the 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 Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order Officer's Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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 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. The Issuer will keep or cause to be kept at each office or agency to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities a register or registers (a “Security Register”) in which, subject to such reasonable regulations as it may prescribe, it will provide for register, and will register the registration of Registered transfer of, Securities of each series and the registration of transfer of Registered Securities of such seriesas in this Article provided. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At The Trustee is hereby initially appointed as the “Security Registrar” for the purpose of registering the Securities and transfers thereof as herein provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times such register or registers shall be open for inspection and available for copying by the Trusteetimes. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, maturity date, interest rate, if any, and original issue date series in authorized denominations for a like aggregate principal amount. Any Security or Securities of any series may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities of the same series which the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee Security Registrar duly executed by, the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedtransaction. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Global Securities of a any series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities shall no longer be eligible under Section 2.4applicable law, the Issuer shall appoint a successor Depositary eligible under applicable law with respect to such Global Securities. If a successor Depositary eligible under applicable law for such Global Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order the Issuer’s order for the authentication and delivery of definitive Securities of such seriesseries and tenor, will authenticate and deliver Securities of such series in definitive registered formand tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the such Global Security or Securities representing such Securities Securities, in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the any Global Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securitiesmaintained in global form. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order the Issuer’s order for the authentication and delivery of definitive Securities of such seriesseries and tenor, shall will authenticate and deliver, Securities of such series in definitive registered form, and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of the such Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. Any time the Securities of any series are not in the form of Global Securities pursuant to the preceding two paragraphs, the Issuer agrees to supply the Trustee with a reasonable supply of certificated Securities without the legend required by Section 2.4 and the Trustee agrees to hold such Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture. If specified established by the Issuer pursuant to Section 2.3 with respect to Securities represented by a any Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series 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,, (i) to the Person specified by such Depositary new Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and (ii) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (i) above. Securities issued in exchange for a Global Security pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. 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 except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed. All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

Registration, Transfer and Exchange. The Issuer will keep at With respect to the Registered Securities of each office or agency series, if any, the Company shall cause to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities kept a register (each such register being herein sometimes referred to as the “Security Register”) at an Office or registers Agency for such series in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of the Registered Securities of each such series and of transfers and exchanges of the registration of transfer of Registered Securities of such series. Each such register Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in written form or pursuant to this Indenture or the Securities, the initial Security Registrar for each series of Securities shall be as specified in the English language 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 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 Securities shall have been appointed by the Company and shall have accepted such form within appointment. 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 such register or registers times. There shall be open only one Security Register for inspection and available for copying by the Trusteeeach series of Securities. Upon due presentation Except as otherwise provided in or pursuant to this Indenture, upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such office or agency to be maintained for the purpose as provided in Section 3.2series, the Issuer Company shall execute and execute, and, upon Company Order, the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same seriesseries denominated as authorized in or pursuant to this Indenture, maturity date, interest rate, if any, and original issue date in authorized denominations for of a like aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. All Registered Securities presented for registration of transfer shall (if so required by the Issuer Except as otherwise provided in or the Trustee) be duly endorsed bypursuant to this Indenture, or 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. At at the option of the Holder thereofHolder, Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or other Registered Securities of such the same series having containing identical terms and provisions, in any authorized denominations denominations, and an equal of a like aggregate principal amount, upon surrender of such the Securities to be exchanged at the agency of the Issuer that shall be maintained any Office or Agency for such purpose series. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and, upon Company Order, the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in accordance with Section 3.2. The Issuer may require payment of a sum sufficient or pursuant to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of this Indenture, the global Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series exchangeable for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered definitive certificated Securities of such series to be redeemed, only if (bi) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary Depository for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global global Securities notifies the Issuer Company that it is unwilling or unable or no longer qualified to continue as Depositary a Depository for such global Securities 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 no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not have been appointed by the Issuer Company within 90 days after of such notification or of the Issuer receives such notice or becomes 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 ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities series shall no longer be represented by one or more Global global Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall no longer be effective so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to such Securities and the Issuer Depository or the Company specifically requests such exchange. 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 interests may be so exchanged, the Company shall executedeliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such same series, will authenticate containing identical terms and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such global Security, executed by the Global 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 representing such Securities its custodian) as shall be specified in exchange for such Global Security or Securities. The Issuer may at any time the Company Order with respect thereto (which the Company agrees to deliver), and in its sole discretion determine that accordance with instructions given to the Securities of any series issued Trustee and the Depository as shall be specified in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and Company Order with respect thereto to the Trustee, upon receipt of an Issuer Order as the Company’s agent for the authentication and delivery of such purpose, to be exchanged, in whole or in part, for definitive Securities of such series, as described above without charge. The Trustee shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securitiesmake available for delivery, in exchange for each portion of such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global surrendered global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for 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, which shall be in definitive such denominations and, in the case of Registered Securities, registered form on in such terms names, as are acceptable shall be specified by the Depository, but subject to the Issuer 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 ending on the relevant Redemption Date. Promptly following any such Depositary. Thereuponexchange in part, such global Security shall be returned by the Issuer shall executeTrustee 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 authenticate and deliver, without service charge,endorse such global Security to reflect the decrease in the principal amount thereof resulting from such

Registration, Transfer and Exchange. The Issuer will keep With respect to the Registered Securities of each series, if any, the Company shall cause to be kept at each an office or agency of the Company maintained pursuant to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities 1002, a register or registers (herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of the Registered Securities of each series and of transfers of the registration of transfer of Registered Securities of such each series. Each such register Such office or agency shall be in written form in the English language or in any other form capable "Security Registrar" for the Registered Securities, if any, of being converted into such form within a reasonable timeeach series of Securities. At In the event that the Trustee shall not be the Security Registrar, it shall have the right to examine the Security Register at all reasonable times such register or registers shall be open for inspection and available for copying by the Trusteetimes. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such office or agency to be of the Company maintained for the purpose as provided in that series pursuant to Section 3.21002, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver make available for delivery, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, maturity dateof any authorized denominations, interest rateof a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, if anyRegistered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denominations, and original issue date in authorized denominations for of a like aggregate principal amount, 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 make available for delivery, the Registered Securities which the holder making the exchange is entitled to receive. At the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series containing identical terms and provisions, of any authorized denominations and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related 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. If expressly provided with respect to the 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 with respect to such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any global Security shall be exchangeable only if (i) the Securities Depository notifies the Company that it is unwilling or unable to continue as Securities Depository and a successor depository is not appointed by the Company within 60 days, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Securities and the Security Registrar has received a request from the Securities Depository to issue Securities in lieu of all or a portion of the global Security. If the beneficial owners of interests in a global Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of any authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in 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 Securities 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 depository, as the case may be (which instructions shall be in writing but need not comply with Section 102 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 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 which (unless the Securities of the series 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 specified as contemplated by Section 301) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise specified as contemplated by Section 301) 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 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 Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Securities Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Issuer Company or the TrusteeSecurity Registrar for such series of Security presented) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Company and the Trustee such Security Registrar duly executed byexecuted, by the Holder thereof or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that No service charge shall be maintained made for such purpose in accordance with Section 3.2. The Issuer any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1206 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for during a period beginning at the opening of business 15 days next preceding before the first day of the mailing or publication of a notice of redemption of Registered Securities of that series selected for redemption under Section 1203 and ending at the close of business on the day of such series mailing, or (ii) to be redeemed, (b) register the transfer of or exchange any Registered Securities selected, called or being called Security so selected for redemption, redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed redeemed, or (ciii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security if of that series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision provisions of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,Indenture.

Registration, Transfer and Exchange. The Issuer will keep Company shall cause to be kept at each the Corporate Trust Office of the Trustee or in any office or agency to be maintained for by the purpose Company in accordance with Section 9.2 in a Place of Payment or in such other place or medium as provided in may be specified pursuant to Section 3.2 for each series of Registered Securities 3.1 a register or registers (the “Register”) in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities of each series and the registration of transfer transfers of Registered Securities of such seriesSecurities. Each such register The Register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times such register or registers shall be open Unless otherwise provided as contemplated by Section 3.1, the Trustee is hereby appointed “Registrar” for inspection the purpose of registering Registered Securities and available for copying by the Trusteetransfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such the office or agency maintained pursuant to be maintained Section 9.2 in a Place of Payment for the purpose as provided in Section 3.2that series, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, maturity date, interest rate, if any, and original issue date in of any authorized denominations for and of a like aggregate principal amount. All Registered Unless otherwise provided with respect to any Securities presented pursuant to Section 3.1, Bearer Securities (except for registration of transfer any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall (if so required be transferable by the Issuer or the Trustee) be duly endorsed bydelivery. Unless otherwise provided as contemplated by Section 3.1, or 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. At at the option of the Holder thereofHolder, Registered Securities of any series (other than except a Global Security, except as set forth belowRegistered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a Security 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 having may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and an equal of like tenor and aggregate principal amount, upon surrender of such the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the Issuer that 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 maintained 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 purpose Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Unless otherwise specified pursuant to Section 3.2. The Issuer may require payment of 3.1 with respect to a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange series of Securities or as otherwise provided below in this Section 3.5, owners of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled to be redeemed, (b) any Registered have Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security series registered in their names, will not required receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be repurchasedconsidered the Holders or owners thereof for any purposes hereunder. Notwithstanding any other provision of this Section 2.8Section, unless and until it is exchanged in whole or in part for Securities in definitive registered formcertificated form in the circumstances described below, a Global Security in global form representing all or a part portion of the Securities of a series may not be transferred or exchanged except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for the Securities of such Securities series notifies the Company that it shall no longer be eligible under Section 2.43.3, the Issuer Company shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary for the Securities of such Securities series is not appointed by the Issuer Company within 90 days after the Issuer Company receives such notice or becomes aware of such ineligibility, the Issuer's Company’s election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities 3.1(b)(27) shall no longer be effective with respect to the Securities of such series and the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer 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 registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. The Issuer Company may at any time and in its sole discretion determine that the Securities of any a series issued in the global form of one or more Global Securities shall no longer be represented by such a Global Security or SecuritiesSecurities in global form. In such event, event the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer a Company Order for the authentication and delivery of definitive certificated Securities of such seriesseries of like tenor, shall authenticate and deliver, Securities of such series of like tenor in definitive registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities, series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. If specified by the Issuer Company pursuant to Section 2.3 3.1 with respect to Securities represented by a Global Securityseries of Securities, the Depositary for such Global Security series may surrender a Security in global form of such Global Security series in exchange in whole or in part for Securities of the same such series in definitive registered certificated form on such terms as are acceptable to the Issuer Company and such Depositary. Thereupon, the Issuer Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Issuer will keep cause to be kept at each office or agency to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. There may not be more than one register for each series of Securities. Upon due presentation for registration of transfer of any Registered Security of any series at any 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 such series, maturity dateStated Maturity, interest rate, if any, rate and original issue date in any authorized denominations for and of a like aggregate principal amountamount and tenor. 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 option of the Holder thereof, any Security may be exchanged for a Security of the same series, of like tenor, in authorized denominations and in an equal aggregate principal amount upon surrender of such Security at an office or agency to be maintained for such purpose in accordance with Section 3.2 or as specified pursuant to Section 2.3, and the Issuer shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Security or Securities which the Holder making the exchange shall be entitled to receive bearing a number or other distinguishing symbol not contemporaneously outstanding. Subject to the foregoing, (i) a Registered Security of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Securities of the same series; (ii) if the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.3, Unregistered Securities may be exchanged for a Registered Security or Securities of the same series, but a Registered Security may not be exchanged for an Unregistered Security or Securities; and (iii) if Unregistered Securities of any series are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.3, any such Unregistered Security or Securities may be exchanged for an Unregistered Security or Securities of the same series; provided that in connection with the surrender of any Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default must be surrendered with the Securities being exchanged. If the Holder of an Unregistered 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 Unregistered Securities are accompanied by payment in funds acceptable to the Issuer 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 Issuer and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter the Holder of such Security shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive from the Issuer the amount of such payment; provided, however, that, except as otherwise provided in Section 3.2, interest represented by Coupons shall be payable only upon the presentation and surrender of those Coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case an Unregistered Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series of like tenor after the close of business at such officer 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 subsequent record date and the before the opening of business at such office or agency on such subsequent date for the payment of interest in default, such Unregistered Security shall be surrendered without the Coupon relating to such Interest Payment Date or subsequent date for payment, as the case may be, and interest or in interest in default, as the case may be, will not be payable on such Interest Payment Date or subsequent date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Unregistered Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly canceled and disposed of by the Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption, repurchase or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee Trustee, duly executed by, by the Holder or his attorney duly authorized in writing. At Each Registered Global Security authenticated under this Indenture shall be registered in the option name of the Holder Depositary designated for such Registered Global Security or a nominee thereof, Securities and each such Registered Global Security shall constitute a single security for all purposes of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2this Indenture. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, redemption in whole or in part, except, except in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or redeemed, (c) to register the transfer of or exchange any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedrepurchased or (d) to exchange any Unregistered Security so selected for redemption, except that such Unregistered Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Securities shall is no longer eligible because it ceased to be eligible a clearing agency registered under Section 2.4the Exchange Act or any other applicable statute or regulation, the Issuer shall appoint a successor Depositary with respect to such Registered Securities. If a successor Depositary for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Officers' Certificate of the Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive registered formform without Coupons, of like 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order Officers' Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 Securities, 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 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. The Issuer will keep Company shall cause to be kept at each the Corporate Trust Office of the Trustee or in any office or agency to be maintained for by the purpose as provided Company in accordance with Section 3.2 for each series 9.2 in a Place of Registered Securities Payment a register or registers (the "Register") in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities of each series and the registration of transfer transfers of Registered Securities of such seriesSecurities. Each such register The Register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times such register or registers shall be open The Trustee is hereby initially appointed "Registrar" for inspection the purpose of registering Registered Securities and available for copying by the Trusteetransfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such the office or agency maintained pursuant to be maintained Section 9.2 in a Place of Payment for the purpose as provided in Section 3.2that series, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, maturity date, interest rate, if any, and original issue date in of any authorized denominations for and of a like aggregate principal amount. All Registered Securities presented for registration of transfer shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer amount and the Trustee duly executed by, the Holder or his attorney duly authorized in writingtenor and containing identical terms and provisions. At the option of the Holder thereofHolder, Registered Securities of any series (other than except a Global Security, except as set forth belowRegistered Security in global form) may be exchanged for a Security or other Registered Securities of such series having the same series, of any authorized denominations and an equal denominations, of a like aggregate principal amountamount and tenor and containing identical terms and provisions, upon surrender of such the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the agency of Company shall execute, and the Issuer that 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 maintained issued in exchange for such purpose in accordance with Section 3.2. 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 registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series Unless otherwise specified as contemplated by Section 3.1, at the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer option of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered 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 redeemedexchanged at any such office or agency, (b) 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 Registered Securities selectedsuch unmatured interest coupon or coupons or matured interest coupon or coupons in default, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to such exchange may be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security 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 thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion 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 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 required to be repurchasedmake 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 2.8Section, unless and until it is exchanged in whole or in part for Securities in definitive registered certificated form, a Global Security in global form representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for the Securities of such Securities series shall no longer be eligible under Section 2.43.3, the Issuer Company shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If a successor Depositary for the Securities of such Securities series is not appointed by the Issuer Company prior to the resignation of the Depositary and, in any event, within 90 days after the Issuer Company receives such notice or becomes aware of such ineligibility, the IssuerCompany's election designation of the Depositary pursuant to Section 2.3 that such Securities be represented by one or more Global Securities 3.1(b)(22) shall no longer be effective with respect to the Securities of such series and the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer 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 registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. -33- 42 The Issuer Company may at any time and in its sole discretion determine that the Securities of any series issued in the global form of one or more Global Securities shall no longer be represented by such a Global Security or SecuritiesSecurities in global form. In such event, event the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer a Company Order for the authentication and delivery of definitive certificated Securities of such seriesseries of like tenor, shall authenticate and deliver, Securities of such series of like tenor in definitive registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities, series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. If specified by the Issuer Company pursuant to Section 2.3 3.1 with respect to Securities represented by a Global Securityseries of Securities, the Depositary for such Global Security series may surrender a Security in global form of such Global Security series in exchange in whole or in part for Securities of the same such series in definitive registered certificated form on such terms as are acceptable to the Issuer Company and such Depositary. Thereupon, the Issuer Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, 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, if any, rate and original issue date in authorized denominations for a like aggregate principal amount. Bearer Securities (except for any temporary global Bearer Securities) and Coupons (except for Coupons attached to any temporary global Bearer Securities) shall be transferable by delivery. At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or 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 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 2.03, at the option of the Holder thereof, Bearer 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 Bearer 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 Bearer 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 Bearer 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 Bearer Securities may be exchanged for Bearer Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Bearer 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 Bearer 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 Bearer Securities of such series. Whenever any Securities are so surrendered for exchange, the 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 Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security Securities if the Holder thereof has exercised his right, if any, any right to require the Issuer to repurchase such Security Securities, in whole or in part, except except, in the case of any Security to be repurchased in part, the portion of such Security thereof not required so to be repurchased. Notwithstanding any other provision of this Section 2.82.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.42.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order Officer's Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, 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, if any, 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 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 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 2.03, 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 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 Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security Securities if the Holder thereof has exercised his right, if any, any right to require the Issuer to repurchase such Security Securities, in whole or in part, except except, in the case of any Security to be repurchased in part, the portion of such Security thereof not required so to be repurchased. Notwithstanding any other provision of this Section 2.82.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.42.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Subject to the procedures of the Depositary, the Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order Officer's Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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. The Issuer If this Security is a Global Security, (a) this Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture and (b) the holders of beneficial interests in this Global Security will keep at each office or agency not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be maintained considered the Holders thereof for any purpose under the purpose Indenture. If this Security is a Definitive Security, as provided in Section 3.2 for each series of Registered Securities a register or registers in which, the Indenture and subject to such reasonable regulations as it may prescribecertain limitations therein set forth, it will provide for the registration of Registered Securities of each series and the registration of transfer of Registered Securities of such series. Each such register shall be in written form this Security is registerable in the English language or in any other form capable Security Register, upon surrender of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation this Security for registration of transfer of any Registered Security of any series at any such the 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 Company in The City of New York which initially will be Xxxxx Fargo Corporate Trust, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Worldwide Securities of the same seriesServices, maturity date, interest rate, if any, and original issue date in authorized denominations for a like aggregate principal amount. All Registered Securities presented for registration of transfer shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Company and the Trustee Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. At the option of the Holder thereof, and thereupon one or more new Securities of any this series (other than a Global Securityand of like tenor, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal for the same aggregate principal amount, upon surrender will be issued to the designated transferee or transferees. The Securities of such this series are issuable only in registered form without coupons in denominations of U.S. $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities to be exchanged at of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the agency of Holder surrendering the Issuer that same. No service charge shall be maintained made for any such purpose in accordance with Section 3.2. The Issuer registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed payable in connection with any therewith. Prior to due presentment of this Security for registration of transfer transfer, the Company, the Trustee and any agent of Registered Securities. No service charge the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, regardless of whether this Security be overdue, and none of the Company, the Trustee nor any such agent shall be made for any such transaction or for any exchange of Securities of any series as contemplated affected by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,contrary.

Registration, Transfer and Exchange. (a) 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 Registered Securities a register or registers in which, subject to such reasonable regulations as it the Issuer may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, maturity date, interest rate, if any, 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 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 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, at the option of the Holder thereof, except as otherwise specified pursuant to Section 2.3, 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 3.2, 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 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. Registered Securities of any series may not be exchanged for Unregistered Securities of such series unless (1) otherwise specified pursuant to Section 2.3 and (2) the Issuer has delivered to the Trustee an Opinion of Counsel that (x) the Issuer has received from the IRS a ruling or (y) since the date hereof, there has been a change in the applicable United States Federal income tax law, in either case to the effect that the inclusion of terms permitting Registered Securities to be exchanged for Unregistered Securities would result in no United States Federal income tax effect adverse to the Issuer or to any Holder. Whenever any Securities are so surrendered for exchange, the 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, if any, surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee in accordance with its regular procedures, and the Trustee shall deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed byexecuted, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. The Issuer or the registrar 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order any Officer's Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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 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. 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 Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for register, and will register the registration of transfer of, Registered Securities of each series and the registration of transfer of Registered Securities of such seriesas in this Article provided. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, maturity date, interest rate, if any, and original issue date series in authorized denominations for a like aggregate principal amount. All Subject to Section 2.14, at the option of the Holder thereof, Securities of a series, whether Registered Securities or Unregistered Securities, which by their terms are registerable as to principal only or as to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.3, be exchanged for Registered Coupon Securities or Fully Registered Securities of such series, as may be issued by the terms thereof. At the option of the Holder thereof, Securities of a series, whether Registered Securities or Unregistered Securities, which by their terms provide for the issuance of Unregistered Securities, may, to the extent and under the circumstances specified pursuant to Section 2.3, be exchanged for Unregistered Securities of such series. Securities so issued in exchange for other Securities shall be of any authorized denomination and of like principal amount and stated maturity, and shall be issued upon surrender of the Securities for which they are to be exchanged and, in the case of Coupon Securities, together with all unmatured Coupons and matured Coupons in default appertaining thereto, at the office of Issuer provided for in Section 2.3 and upon payment, if the Issuer shall require, of charges provided therein. Unregistered Securities of any series issued in exchange for Registered Securities of such series between the regular record date for such Registered Security and the next interest payment date will be issued without the Coupon relating to such interest payment date, and Unregistered Securities surrendered in exchange for Registered Securities between such dates shall be surrendered without the Coupon relating to such interest payment date. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered in exchange for a Registered Security or Securities unless the Trustee receives a certificate signed by the person entitled to delivery of such Security or other items or documents fulfilling such conditions as shall be required by regulations of the United States Department of the Treasury, or shall be notified by the Issuer that such a certificate shall not be required by such regulations; provided, however, that no such Unregistered Security shall be delivered by the Trustee if the Trustee or such agent shall have, or shall have been notified in writing by the Issuer that the Issuer has, actual knowledge that such certificate is false. Upon presentation for registration of any Unregistered Securities of any series which by its terms is registerable as to principal, at the office or agency of the Issuer to be maintained as provided in Section 3.2, such Security shall be registered as to principal in the name of the Holder thereof and such registration shall be noted on such Security. Any Security so registered shall be transferable on the registry books of the Issuer upon presentation of such Security at such office or agency for similar notation thereon, but such Security may be discharged from registration by being in a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Unregistered Securities shall continue to be subject to successive registrations and discharges from registration at the option of the Holders thereof. Unregistered Securities shall be transferable by delivery, except while registered as to principal. Registration of any Coupon Security shall not effect the transferability by delivery of the Coupons appertaining thereto which shall continue to be payable to bearer and transferable by delivery. All Securities and Coupons issued upon any transfer or exchange of Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee Security registrar duly executed byexecuted, by the Holder thereof or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that No service charge shall be maintained made for such purpose in accordance with Section 3.2. The any registration of transfer or exchange of Securities, but 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 registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any series as contemplated by the immediately preceding paragraphtransfer. The Issuer shall not be required (i) to exchange or issue, register a the transfer of (a) or exchange any Registered Securities of any series for Security during a period beginning at the opening of business 15 days next preceding before the first mailing day of the selection of Securities for redemption under Article Twelve or publication (ii) to register the transfer of notice of or exchange any Security so selected for redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, in whole or in part. All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer, exceptevidencing the same debt, in and entitled to the case same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. All Securities issued upon any transfer or exchange of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his rightSecurities shall have endorsed thereon, if any, applicable to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to a Guarantee or Guarantees executed by the principal amount Guarantors. None of the Global Security Issuer, the Trustee or Securities representing such Securities in exchange any Paying Agent will have any responsibility or liability for such Global Security any aspect of the records relating to or Securities. The Issuer may at any time and in its sole discretion determine that the Securities payments made on account of any series issued in the form beneficial ownership interests of one or more Global Securities shall no longer be represented by a Global Security or Securities. In for maintaining, supervising or reviewing any records relating to such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,beneficial ownership interests.

Registration, Transfer and Exchange. (a) The Issuer will keep Company shall cause to be kept at each the Corporate Trust Office of the Trustee a register (the registers maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to be maintained for as the purpose as provided in Section 3.2 for each series of Registered Securities a register or registers "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities and of each series transfers and exchanges of Registered Securities. The Trustee is hereby appointed "Security Registrar" for the registration purpose of transfer 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 such series. Each such register shall be in written form in the English language or in any other form capable series of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the TrusteeDebt Securities may provide otherwise. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such the 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, maturity date, interest rate, if any, and original issue date in authorized denominations for a like aggregate principal amount. All Registered Securities presented for registration of transfer shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be Company maintained for such purpose in accordance with Section 3.2. 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 registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in partpurpose, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer Company shall execute, and the Trustee shall authenticate and deliver, without service charge,in the name of the designated transferee, 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 a like Stated Maturity and with like terms and conditions. Except as otherwise provided in Section 3.04 and this Section 3.05, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of like aggregate principal amount and of a like Stated Maturity and with like terms and conditions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver in accordance with Section 3.03, the Registered Securities which the Holder making the exchange is entitled to receive.

Registration, Transfer and Exchange. The Issuer will keep cause to be kept at each office or agency to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. There may not be more than one register for each series of Securities. Upon due presentation for registration of transfer of any Registered Security of any series at any 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 such series, maturity dateStated Maturity, interest rate, if any, rate and original issue date in any authorized denominations for and of a like aggregate principal amountamount and tenor. 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 option of the Holder thereof, any Security may be exchanged for a Security of the same series, of like tenor, in authorized denominations and in an equal aggregate principal amount upon surrender of such Security at an office or agency to be main- tained for such purpose in accordance with Section 3.2 or as specified pursuant to Section 2.3, and the Issuer shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Security or Securities which the Holder making the exchange shall be entitled to receive bearing a number or other distinguishing symbol not contemporaneously outstanding. Subject to the foregoing, (i) a Registered Security of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Securities of the same series; (ii) if the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.3, Unregistered Securities may be exchanged for a Registered Security or Securities of the same series, but a Registered Security may not be exchanged for an Unregistered Security or Securities; and (iii) if Unregistered Securities of any series are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.3, any such Unregistered Security or Securities may be exchanged for an Unregistered Security or Securities of the same series; provided that in connection with the surrender of any Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default must be surrendered with the Securities being exchanged. If the Holder of an Unregistered 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 Unregistered Securities are accompanied by payment in funds acceptable to the Issuer 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 Issuer and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter the Holder of such Security shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive from the Issuer the amount of such payment; provided, however, that, except as otherwise provided in Section 3.2, interest represented by Coupons shall be payable only upon the presentation and surrender of those Coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case an Unregistered Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series of like tenor after the close of business at such officer 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 subsequent record date and the before the opening of business at such office or agency on such subsequent date for the payment of interest in default, such Unregistered Security shall be surrendered without the Coupon relating to such Interest Payment Date or subsequent date for payment, as the case may be, and interest or in interest in default, as the case may be, will not be payable on such Interest Payment Date or subsequent date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Unregistered Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly canceled and disposed of by the Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption, repurchase or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee Trustee, duly executed by, by the Holder or his attorney duly authorized in writing. At Each Registered Global Security authenticated under this Indenture shall be registered in the option name of the Holder Depositary designated for such Registered Global Security or a nominee thereof, Securities and each such Registered Global Security shall constitute a single security for all purposes of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2this Indenture. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, redemption in whole or in part, except, except in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or redeemed, (c) to register the transfer of or exchange any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedrepurchased or (d) to exchange any Unregistered Security so selected for redemption, except that such Unregistered Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Securities shall is no longer eligible because it ceased to be eligible a clearing agency registered under Section 2.4the Exchange Act or any other applicable statute or regulation, the Issuer shall appoint a successor Depositary with respect to such Registered Securities. If a successor Depositary for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Officers' Certificate of the Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive registered formform without Coupons, of like 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order Officers' Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 Securities, 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 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. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each The Issuer hereby appoints DBTCA as the registrar for the purpose of registering the Registered Securities and transfers of such Registered Securities in the register as provided herein (“Registrar”). Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, 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, if any, rate and original issue date in authorized denominations for a like aggregate principal amount. Bearer Securities (except for any temporary global Bearer Securities) and Coupons (except for Coupons attached to any temporary global Bearer Securities) shall be transferable by delivery. At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or 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 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 2.03, at the option of the Holder thereof, Bearer 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 Bearer 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 Bearer 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 Bearer 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 Bearer Securities may be exchanged for Bearer Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Bearer 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 Bearer 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 Bearer Securities of such series. Whenever any Securities are so surrendered for exchange, the 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 Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer upon written request. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Issuer, Registrar, Trustee and the Trustee Authenticating Agent duly executed by, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next immediately preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security Securities if the Holder thereof has exercised his right, if any, any right to require the Issuer to repurchase such Security Securities, in whole or in part, except except, in the case of any Security to be repurchased in part, the portion of such Security thereof not required so to be repurchased. Notwithstanding any other provision of this Section 2.82.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.42.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's ’s election pursuant to Section 2.3 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall execute, and the Trusteewill execute and, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, the Trustee will authenticate and deliver deliver, Securities of such series in definitive registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall execute, and the Trusteewill execute and, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall the Trustee will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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 executeexecute and, and upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. (a) The Issuer will keep Company shall cause to be kept at each the Corporate Trust Office of the Trustee a register (the registers maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to be maintained for as the purpose as provided in Section 3.2 for each series of Registered Securities a register or registers “Security Register”) in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities and of each series transfers and exchanges of Registered Securities. The Trustee is hereby appointed “Security Registrar” for the registration purpose of transfer registering Registered Securities and registering transfers and exchanges of Registered Securities of such series. Each such register shall be in written form in as herein provided; provided, however, that the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the TrusteeCompany may at its option appoint co-Security Registrars. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such the 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, maturity date, interest rate, if any, and original issue date in authorized denominations for a like aggregate principal amount. All Registered Securities presented for registration of transfer shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be Company maintained for such purpose in accordance with Section 3.2. 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 registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in partpurpose, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer Company shall execute, and the Trustee shall authenticate and deliver, without service charge,in the name of the designated transferee, 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 a like Stated Maturity and with like terms and conditions. Except as otherwise provided in Section 3.04 and this Section 3.05, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of like aggregate principal amount and of a like Stated Maturity and with like terms and conditions, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are 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.

Registration, Transfer and Exchange. The Issuer will keep With respect to the Registered Securities of each series, if any, the Company shall cause to be kept at each an office or agency of the Company maintained pursuant to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities 1002, a register or registers (herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of the Registered Securities of each series and of transfers of the registration of transfer of Registered Securities of such each series. Each such register Such office or agency shall be in written form in the English language or in any other form capable "Security Registrar" for the Registered Securities, if any, of being converted into such form within a reasonable timeeach series of Securities. At In the event that the Trustee shall not be the Security Registrar, it shall have the right to examine the Security Register at all reasonable times such register or registers shall be open for inspection and available for copying by the Trusteetimes. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such office or agency to be of the Company maintained for the purpose as provided in that series pursuant to Section 3.21002, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, maturity dateof any authorized denominations, interest rateof a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, if anyRegistered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denominations, and original issue date in authorized denominations for of a like aggregate principal amount, 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 holder making the exchange is entitled to receive. At the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series containing identical terms and provisions, of any authorized denominations and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related 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. If expressly provided with respect to the 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 with respect to such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Securities Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Issuer Company or the TrusteeSecurity Registrar for such series of Security presented) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Company and the Trustee such Security Registrar duly executed byexecuted, by the Holder thereof or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that No service charge shall be maintained made for such purpose in accordance with Section 3.2. The Issuer any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for during a period beginning at the opening of business 15 days next preceding before the first day of the mailing or publication of a notice of redemption of Registered Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such series mailing, or (ii) to be redeemed, (b) register the transfer of or exchange any Registered Securities selected, called or being called Security so selected for redemption, redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed redeemed, or (ciii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security if of that series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision provisions of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,Indenture.

Registration, Transfer and Exchange. 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 Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, of like tenor in an equal 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 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 other authorized denominations, of like tenor 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 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 2.3, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series having authorized denominations, of like tenor 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, 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, if any, rate and original issue date are issued in more than one authorized denominations denomination, except as otherwise specified pursuant to Section 2.3, such Unregistered Securities may be exchanged for a Unregistered Securities of such series having authorized denominations, of like tenor 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 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 Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption, repurchase or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed redeemed, or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Registered Securities. If a successor Depositary for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's ’s election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order Officer’s Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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 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. The Issuer will Each of the Issuers shall keep at each office or agency cause to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities kept a register or registers (herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will such Issuer shall provide for the registration of Registered Securities, or of Securities of each series a particular series, and the registration for transfers of transfer Securities or of Registered Securities of such series. Each Any such register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be open available for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series Trustee at any such the office or agency to be maintained for by the purpose applicable Issuer as provided in Section 3.21002. Subject to Section 204, upon surrender for transfer of any Security of any series at the office or agency of the applicable Issuer in a Place of Payment, the applicable Issuer shall execute execute, and the Guarantor shall execute, as applicable, the notation of any Guarantees pursuant to Article Twelve or the Guarantees endorsed on and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security Securities and the notation of Guarantees pursuant to Article Twelve or Registered Securities the Guarantees endorsed thereon of the same seriessuch series of any authorized denominations, maturity date, interest rate, if any, and original issue date in authorized denominations for of a like aggregate principal amountamount and Stated Maturity and of like tenor and terms. Subject to Section 204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the applicable Issuer shall execute, and the Guarantor shall execute, as applicable, the notation of any Guarantees pursuant to Article Twelve or the Guarantees endorsed on and the Trustee shall authenticate and deliver, the Securities and the notation of Guarantees pursuant to Article Twelve or the Guarantees endorsed thereon which the Securityholder making the exchange is entitled to receive. All Registered Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the applicable Issuer and, if applicable, the Guarantor, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Securities surrendered upon such transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the applicable Issuer or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the applicable Issuer and the Trustee Security Registrar duly executed byexecuted, by the Holder thereof or his attorney duly authorized in writing. At Unless otherwise provided in the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that transferred or exchanged, no service charge shall be maintained made on any Securityholder for such purpose in accordance with Section 3.2. The any transfer or exchange of Securities, but the applicable Issuer may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of Securities, other than exchanges pursuant to Section 304 or 906 not involving any series as contemplated by the immediately preceding paragraphtransfer. The applicable Issuer shall not be required (i) to issue, transfer or exchange or register a transfer of (a) any Registered Securities Security of any series for during a period beginning at the opening of business 15 days next preceding before the first day of the mailing or publication of a notice of redemption of Registered Securities of such series to be redeemedselected for redemption under Section 1103 and ending at the close of business on the date of such mailing, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (cii) to transfer or exchange any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security so selected for redemption in whole or in part, except for the portion of such Security not required so selected for redemption. None of the applicable Issuer, the Guarantor, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to be repurchased. Notwithstanding any other provision or payments made on account of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, beneficial ownership interests of a Global Security representing all or a part of for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The applicable Issuer initially appoints the Trustee to act as Security Registrar for the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securitieson its behalf. The applicable Issuer may at any time and from time to time authorize any Person to act as Security Registrar in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount place of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 Trustee with respect to any series of Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,issued under this Indenture.

Registration, Transfer and Exchange. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, 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, if any, rate and original issue date in authorized denominations for a like aggregate principal amount. All Registered Securities presented for registration of transfer shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than except a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.23.02 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee in accordance with its standard procedures and upon request the Trustee will deliver a certificate of disposition thereof to the Issuer. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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 or her attorney duly authorized in writing. The Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.82.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for such the Securities of a series shall no longer be eligible under Section 2.42.04, the Issuer shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If a successor Depositary for the Securities of such Securities series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's ’s election pursuant to Section 2.3 2.03 that the Securities of such Securities series be represented by one or more a Global Securities Security shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities of such Securities series, in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order Officer’s Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securitiesseries, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the The Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Issuer will keep Company shall cause to be kept at each the Corporate Trust Office of the Trustee or in any office or agency to be maintained for by the purpose Company in accordance with Section 9.2 in a Place of Payment or in such other place or medium as provided in may be specified pursuant to Section 3.2 for each series of Registered Securities 3.1 a register or registers (the "Register") in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities of each series and the registration of transfer transfers of Registered Securities of such seriesSecurities. Each such register The Register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times such register or registers shall be open Unless otherwise provided as contemplated by Section 3.1, the Trustee is hereby appointed "Registrar" for inspection the purpose of registering Registered Securities and available for copying by the Trusteetransfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such the office or agency maintained pursuant to be maintained Section 9.2 in a Place of Payment for the purpose as provided in Section 3.2that series, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, maturity date, interest rate, if any, and original issue date in of any authorized denominations for and of a like aggregate principal amount. All Registered Unless otherwise provided with respect to any Securities presented pursuant to Section 3.1, Bearer Securities (except for registration of transfer any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall (if so required be transferable by the Issuer or the Trustee) be duly endorsed bydelivery. Unless otherwise provided as contemplated by Section 3.1, or 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. At at the option of the Holder thereofHolder, Registered Securities of any series (other than except a Global Security, except as set forth belowRegistered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a Security 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 having may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and an equal of like tenor and aggregate principal amount, upon surrender of such the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the Issuer that 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 maintained 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 purpose Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Unless otherwise specified pursuant to Section 3.2. The Issuer may require payment of 3.1 with respect to a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange series of Securities or as otherwise provided below in this Section 3.5, owners of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled to be redeemed, (b) any Registered have Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security series registered in their names, will not required receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be repurchasedconsidered the Holders or owners thereof for any purposes hereunder. Notwithstanding any other provision of this Section 2.8Section, unless and until it is exchanged in whole or in part for Securities in definitive registered formcertificated form in the circumstances described below, a Global Security in global form representing all or a part portion of the Securities of a series may not be transferred or exchanged except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer Company that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for the Securities of such Securities series notifies the Company that it shall no longer be eligible under Section 2.43.3, the Issuer Company shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary for the Securities of such Securities series is not appointed by the Issuer Company within 90 days after the Issuer Company receives such notice or becomes aware of such ineligibility, the IssuerCompany's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities 3.1(b) (25) shall no longer be effective with respect to the Securities of such series and the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer 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 registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. The Issuer Company may at any time and in its sole discretion determine that the Securities of any a series issued in the global form of one or more Global Securities shall no longer be represented by such a Global Security or SecuritiesSecurities in global form. In such event, event the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer a Company Order for the authentication and delivery of definitive certificated Securities of such seriesseries of like tenor, shall authenticate and deliver, Securities of such series of like tenor in definitive registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities, series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. If specified by the Issuer Company pursuant to Section 2.3 3.1 with respect to Securities represented by a Global Securityseries of Securities, the Depositary for such Global Security series may surrender a Security in global form of such Global Security series in exchange in whole or in part for Securities of the same such series in definitive registered certificated form on such terms as are acceptable to the Issuer Company and such Depositary. Thereupon, the Issuer Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Issuer Securities are issuable only in registered form. The Company will keep at each office or agency to be maintained for (the purpose as provided in Section 3.2 “Registrar”) for each series of Registered Securities a register or registers (the “Security Register(s)”) in which, subject to such reasonable regulations as it may prescribe, it will provide for register, and will register the registration of Registered Securities of each series and the registration of transfer of Registered Securities of such seriesas provided in this Article. Each such register Such Security Register or Security Registers shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register Security Register or registers Security Registers shall be open for inspection and available for copying by the Trustee. The initial Registrar shall be the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any each such office or agency to be maintained for the purpose as provided in Section 3.2agency, the Issuer Company 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 datein each case, interest rateof any authorized denominations and of a like aggregate Principal Amount in the name of the designated transferee or transferees, the applicable Guarantors, if any, and original issue date in authorized denominations for shall execute the Guarantees endorsed thereon and, upon receipt of a like aggregate principal amount. All Registered Securities presented for registration of transfer shall (if so required by the Issuer or the Trustee) be duly endorsed byCompany Order, or 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 writingshall authenticate and make available for delivery such Securities. At the option of the Holder thereofHolder, Securities of any series (other than except a Global Security, except as set forth belowSecurity in global form) may be exchanged for a Security or other Securities of such series having the same series, of any authorized denominations and an equal of a like aggregate principal amountPrincipal Amount and Stated Maturity, upon surrender of such the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the agency Company shall execute the Securities which the Holder making the exchange is entitled to receive, the applicable Guarantors, if any, shall execute the Guarantees endorsed thereon and, upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery such Securities. A Holder may transfer a Security only by written application to the Registrar stating the name of the Issuer that proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Guarantors, if 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, 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 equal Principal Amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the requirements for such purpose in accordance with Section 3.2transactions 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 at the Registrar’s request. The Issuer Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Registered SecuritiesSecurities (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.11, 9.05 or 11.03). No service charge to any Holder shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer Company shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such that series to be redeemed, or (b) any Registered Securities of any series selected, called or being called for redemption, in whole or in part, redemption except, in the case of any Registered 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 redeemed. All Securities issued upon any transfer or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion exchange of such Security not required to Securities shall be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part valid obligations of the Securities of a series may not be transferred except as a whole by Company, evidencing the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall executesame debt, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal entitled to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that same benefits under this Indenture, as the Securities of any series issued in the form of one surrendered upon such transfer or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,exchange.

Registration, Transfer and Exchange. The Issuer will keep keep, or cause to be kept, at the Corporate Trust Office and at each other office or agency to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities a register or registers (collectively, the "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such register The Security Register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers not maintained by the Trustee shall be open for inspection and available for copying by the Trustee. Unless and until otherwise determined by the Issuer pursuant to Section 2.3, the Security Register with respect to each series of Securities shall be kept solely at the Corporate Trust Office and, for this purpose, the Trustee shall be designated the "Security Registrar." Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2agency, the Issuer shall execute and the Trustee shall authenticate and deliver make available for delivery in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series, maturity date, date and interest rate, if any, and original issue date rate in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for one or more Securities of such series in authorized denominations for a like aggregate principal amount, upon surrender of such Securities to be exchanged at the office or agency to be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. All Registered Securities surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled by the Trustee and the Trustee will deliver a certificate of cancellation thereof to the Issuer. All Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities, other than exchanges pursuant to Sections 2.11, 8.5 and 11.2 not involving any transfer. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to (a) issue, exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) exchange or register the transfer of any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.8Section, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary Depository for such series Global Security 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 Global Security or a nominee of such successor DepositaryDepository. If at any time the Depositary a Depository for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary Depository for such Securities or if at any time the Depositary for any such Securities Depository shall no longer be eligible under Section 2.4as a Depository, the Issuer shall appoint a successor Depositary Depository with respect to the Securities held by such SecuritiesDepository. If a successor Depositary for such Securities Depository is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that Securities of such Securities series shall no longer be represented by one or more Global Securities shall no longer be effective held by such Depository, and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will shall authenticate and deliver make available for delivery Securities of such series in definitive registered formform without coupons, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing held by such Securities Depository in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any a particular series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, form in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing Securities of such Securities, series in exchange for such Global Security or Securities. If so specified by the Issuer pursuant to Section 2.3 with respect to Securities of a particular series represented by a Global Security, the Depositary Depository for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same such series in definitive registered form on such terms as are acceptable to the Issuer and such DepositaryDepository. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,make available for delivery:

Registration, Transfer and Exchange. (a) 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 Registered Securities a register or registers in which, subject to such reasonable regulations as it the Issuer may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, maturity date, interest rate, if any, 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 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 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, at the option of the Holder thereof, except as otherwise specified pursuant to Section 2.3, 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 3.2, 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 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. Registered Securities of any series may not be exchanged for Unregistered Securities of such series unless (1) otherwise specified pursuant to Section 2.3 and (2) the Issuer has delivered to the Trustee an Opinion of Counsel that (x) the Issuer has received from the IRS a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that the inclusion of terms permitting Registered Securities to be exchanged for Unregistered Securities would result in no United States federal income tax effect adverse to the Issuer or to any Holder. Whenever any Securities are so surrendered for exchange, the 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, if any, surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee, and the Trustee shall deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed byexecuted, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order any Officer's Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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 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. The Issuer will keep at (1) With respect to the Registered Securities of each office or agency series, if any, the Operating Partnership shall cause to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities kept a register (each such register being herein sometimes referred to as the “Security Register”) at an Office or registers Agency for such series in which, subject to such reasonable regulations as it may prescribe, it will the Operating Partnership shall provide for the registration of the Registered Securities of each such series and of transfers of the registration of transfer of Registered Securities of such series. Each such register Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in written form or pursuant to this Indenture or the Securities, the initial Security Registrar for each series of Securities shall be as specified in the English language last paragraph of Section 1002. The Operating Partnership 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 Securities shall have been appointed by the Operating Partnership and shall have accepted such form within appointment. 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 such register or registers times. There shall be open only one Security Register for inspection and available for copying by the Trusteeeach series of Securities. Upon due presentation Except as otherwise provided in or pursuant to this Indenture, upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such office or agency to be maintained for series, Holdings, as the purpose as provided in Section 3.2sole general partner of the Operating Partnership, the Issuer shall execute and execute, and, upon Operating Partnership Order, the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same seriesseries denominated as authorized in or pursuant to this Indenture, maturity dateof a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. Except as otherwise provided in or pursuant to this Indenture, interest rateat the option of the Holder, if anyRegistered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denominations, and original issue date in authorized denominations for of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so surrendered for exchange, Holdings, as the sole general partner of the Operating Partnership, shall execute, and, upon Operating Partnership Order, 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 Operating Partnership 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 Operating Partnership 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, Holdings, as the sole general partner of the Operating Partnership, shall execute, and, upon Operating Partnership Order, 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 any series shall be exchangeable for definitive certificated Securities of such series only if (i) the Depository for such global Securities notifies the Operating Partnership that it is unwilling or unable or no longer qualified to continue as a Depository for such global Securities or at any time the 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 Operating Partnership within 90 days of such notification or of the Operating Partnership becoming aware of the Depository’s ceasing to be so registered, as the case may be, (ii) the Operating Partnership, in its sole discretion, determines that the Securities of such series shall no longer be represented by one or more global Securities and Holdings, as the sole general partner of the Operating Partnership, executes and delivers to the Trustee an Operating Partnership Order to the effect that such global Securities shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to such Securities and the Depository or the Operating Partnership specifically requests such exchange. 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 interests may be so exchanged, the Operating Partnership shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal amount of such global Security, executed by Holdings, as the sole general partner of the Operating Partnership. 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 its custodian) as shall be specified in the Operating Partnership Order with respect thereto (which the Operating Partnership agrees to deliver), and in accordance with instructions given to the Trustee and the Depository as shall be specified in the Operating Partnership Order with respect thereto to the Trustee, as the Operating Partnership’s agent for such purpose, to be exchanged, in whole or in 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 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, 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 Operating Partnership 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 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 and legally binding obligations of the Operating Partnership evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture and the Limited Guarantee as the Securities surrendered upon such registration of transfer or exchange. Every Registered Securities Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer Operating Partnership or the TrusteeSecurity Registrar for such Security) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Operating Partnership and the Trustee Security Registrar for such Security duly executed by, by the Holder thereof or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that No service charge shall be maintained made for such purpose in accordance with Section 3.2. The Issuer any registration of transfer or exchange of Securities, or any redemption, repurchase or repayment of Securities, or any conversion or exchange of Securities for other types of securities or property, but the Operating Partnership 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 of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities Securities, other than exchanges pursuant to Section 304, 905 or 0000, xxxx xxxxxxxxxx or repayment in part of any series 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 contemplated by otherwise provided in or pursuant to this Indenture, the immediately preceding paragraph. The Issuer Operating Partnership shall not be required (i) to exchange or issue, register a 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 terms and of the same series under Section 1103 and ending at the close of business on the day of such selection, or (aii) to register the transfer of or exchange any Registered Securities of any series for a period of 15 days next preceding the first mailing Security, or publication of notice of redemption of Registered Securities of such series to be redeemedportion thereof, (b) any Registered Securities selected, called or being called so selected for redemption, in whole or in part, except, except in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed redeemed, or (ciii) 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 if of like tenor and terms and of the same series, provided that such Registered Security shall 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 repurchase or repayment at the option of the Holder thereof has exercised his rightpursuant to Article Thirteen and not withdrawn, except the portion, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole so repurchased or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,repaid.

Registration, Transfer and Exchange. The Issuer Company will keep or will cause to be kept at each the office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities 3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it the Company will provide for the registration of Registered Securities of each series and the registration of transfer of Registered Securities of such seriesas is provided in this Article 2. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series Series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver in the name of the transferee or transferees transferees, a new Registered Security or Registered Securities of the same series, maturity date, interest rate, if any, and original issue date Series in authorized denominations for a like aggregate principal amount. All At the option of the Holder thereof, Unregistered Securities of a Series which by their terms are registerable as to principal and interest may, to the extent and under the circumstances specified pursuant to Section 2.03, be exchanged for Registered Securities presented for registration of transfer shall (if so required such Series, as may be issued by the Issuer or the Trustee) be duly endorsed by, or 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 writingterms thereof. At the option of the Holder thereof, Registered Securities of a Series which by their terms provide for the issuance of Unregistered Securities may, to the extent and under the circumstances specified pursuant to Section 2.03, be exchanged for Unregistered Securities of such Series. Securities so issued in exchange for other Securities shall be of any authorized denomination and of like principal amount, maturity date, and interest rate or method of determining interest, and shall be issued upon surrender of the Securities for which they are to be exchanged and, in the case of Coupon Securities, together with all unmatured Coupons and matured Coupons in default appertaining thereto, at the office of the Company provided for in Section 3.02 and upon payment, if the Company shall require, of charges provided therein. Unregistered Securities of any series (other than a Global SecuritySeries issued in exchange for Registered Securities of such Series between the regular record date for such Registered Security and the next interest payment date will be issued without the Coupon relating to such interest payment date, except as set forth below) may and Unregistered Securities surrendered in exchange for Registered Securities between such dates shall be exchanged surrendered without the Coupon relating to such interest payment date. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered in exchange for a Registered Security or Securities unless the Trustee receives a certificate signed by the Person entitled to delivery of such series having authorized denominations and an equal aggregate principal amountSecurity or other items or documents fulfilling such conditions as shall be required by regulations of the U.S. Department of the Treasury, upon surrender or shall be notified by the Company that such a certificate shall not be required by such regulations; provided, however, that no such Unregistered Security shall be delivered by the Trustee if the Trustee or such agent shall have, or shall have been notified in writing by the Company that the Company has, actual knowledge that such certificate is false. Upon presentation for registration of such any Unregistered Securities of any Series which by its terms is registerable as to be exchanged principal, at the office or agency of the Issuer that Company to be maintained as provided in Section 3.02, such Security shall be maintained registered as to principal in the name of the Holder thereof and such registration shall be noted on such Security. Any Security so registered shall be transferable on the registry books of the Company upon presentation of such Security at such office or agency for similar notation thereon, but such purpose Security may be discharged from registration by being in accordance with a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except as otherwise provided pursuant to Section 3.22.03, Unregistered Securities shall continue to be subject to successive registrations and discharges from registration at the option of the Holders thereof. The Issuer Unregistered Securities shall be transferable by delivery, except while registered as to principal. Registration of any Coupon Security shall not affect the transferability by delivery of the Coupons appertaining thereto which shall continue to be payable to bearer and transferable by delivery. All Securities and Coupons, if any, issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of Securities, other than exchanges pursuant to Section 2.11, 8.05 or 11.02 not involving any series as contemplated by the immediately preceding paragraphtransfer. The Issuer Company shall not be required to exchange or register a transfer of (a) to issue, register the transfer of or exchange any Registered Securities of any series for Security during a period beginning at the opening of business 15 days next preceding before the first day of mailing or publication of a notice of redemption of Registered Securities of such series to be redeemed, for redemption under Article 11 or (b) to register the transfer of or exchange any Registered Securities selected, called or being called Security so selected for redemption, redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,redeemed.

Registration, Transfer and Exchange. The Issuer will keep or cause to be kept at each an office or agency to be maintained for the purpose as provided in Section 3.2 ‎‎Section 3.02 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for register, and will register the transfer of, or cause the registration of the transfer of, Registered Securities of each series and the registration of transfer of Registered Securities of such seriesas in this Article provided. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2‎‎Section 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, if any, expiration date and original issue date in authorized denominations for a like aggregate principal amountnumber of Warrants. Unregistered Securities (except for any temporary global Unregistered Securities) shall be transferable by delivery. At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of such series in other authorized denominations, in an equal aggregate number of Warrants, upon surrender of such Registered Securities to be exchanged at the office or agency of the Issuer that shall be maintained for such purpose in accordance with ‎‎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 2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series and expiration date of any authorized denominations and of a like aggregate number of Warrants, 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, 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, expiration date 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, expiration date and original issue date of other authorized denominations and of a like aggregate number of Warrants, 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 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 Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemptionredemption in whole or in part, except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed and except that an Unregistered Security may be exchanged for a Registered Security of the same series if such Registered Security is immediately surrendered for redemption or (c) any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase such Securities, in whole or in part, except, in the case of any Registered Security to be redeemed repurchased in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8‎‎Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4‎‎Section 2.04, the Issuer shall appoint a successor Depositary eligible under ‎‎Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under ‎‎Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's ’s election pursuant to Section 2.3 ‎‎Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount number of Warrants equal to the principal amount number of Warrants evidenced by the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate number of Warrants equal to the number of Warrants 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 ‎‎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. The Issuer will keep Company shall cause to be kept at each the Corporate Trust Office of the Trustee or in any office or agency to be maintained for by the purpose as provided Company in accordance with Section 3.2 for each series 9.2 in a Place of Registered Securities Payment a register or registers (the "Register") in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities of each series and the registration of transfer transfers of Registered Securities of such seriesSecurities. Each such register The Register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times such register or registers shall be open The Trustee is hereby appointed "Registrar" for inspection the purpose of registering Registered Securities and available for copying by the Trusteetransfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such the office or agency maintained pursuant to be maintained Section 9.2 in a Place of Payment for the purpose as provided in Section 3.2that series, the Issuer Company shall execute and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, maturity date, interest rate, if any, and original issue date in of any authorized denominations for and of a like aggregate principal amountamount containing identical terms and provisions. All Registered Bearer Securities presented for registration of transfer or any coupons appertaining thereto shall (if so required be transferable by the Issuer or the Trustee) be duly endorsed by, or 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 writingdelivery. At the option of the Holder thereofHolder, Registered Securities of any series (other than except a Global Security, except as set forth belowRegistered Security in global form) may be exchanged for a Security or other Registered Securities of such series having the same series, of any authorized denominations and an equal of a like aggregate principal amountamount containing identical terms and provisions, upon surrender of such the Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2office or agency. 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 registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) Whenever any Registered Securities of any series are so surrendered for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in partexchange, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer Company shall execute, and the Trustee shall authenticate and deliver, without service charge,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 and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United

Registration, Transfer and Exchange. The Issuer Company will keep at each the office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for register, and will register the registration of transfer of, Registered Securities of each series and the registration of transfer of Registered Securities of such seriesas in this Article Two provided. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series Series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer Company 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, if any, and original issue date Series in authorized denominations for a like aggregate principal amount. All At the option of the Holder thereof, Unregistered Securities of a Series, which by their terms are registerable as to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.3, be exchanged for Registered Securities presented for registration of transfer shall (if so required such Series, as may be issued by the Issuer or the Trustee) be duly endorsed by, or 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 writingterms thereof. At the option of the Holder thereof, Registered Securities of a Series, which by their terms provide for the issuance of Unregistered Securities, may, to the extent and under the circumstances specified pursuant to Section 2.3, be exchanged for Unregistered Securities of such Series. Securities so issued in exchange for other Securities shall be of any authorized denomination and of like principal amount and maturity date, interest rate or method of determining interest, and shall be issued upon surrender of the Securities for which they are to be exchanged and, in the case of Coupon Securities, together with all unmatured Coupons and matured Coupons in default appertaining thereto, at the office of the Company provided for in Section 3.2 and upon payment, if the Company shall require, of charges provided therein. Unregistered Securities of any series (other than a Global SecuritySeries issued in exchange for Registered Securities of such Series between the regular record date for such Registered Security and the next interest payment date will be issued without the Coupon relating to such interest payment date, except as set forth below) may and Unregistered Securities surrendered in exchange for Registered Securities between such dates shall be exchanged surrendered without the Coupon relating to such interest payment date. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered in exchange for a Registered Security or Securities unless the Trustee receives a certificate signed by the person entitled to delivery of such series having authorized denominations and an equal aggregate principal amountSecurity or other items or documents fulfilling such conditions as shall be required by regulations of the United States Department of the Treasury, upon surrender or shall be notified by the Company that such a certificate shall not be required by such regulations; provided, however, that no such Unregistered Security shall be delivered by the Trustee if the Trustee or such agent shall have, or shall have been notified in writing by the Company that the Company has, actual knowledge that such certificate is false. Upon presentation for registration of such any Unregistered Securities of any Series which by its terms is registerable as to be exchanged principal, at the office or agency of the Issuer that Company to be maintained as provided in Section 3.2, such Security shall be maintained registered as to principal in the name of the Holder thereof and such registration shall be noted on such Security. Any Security so registered shall be transferable on the registry books of the Company upon presentation of such Security at such office or agency for similar notation thereon, but such purpose Security may be discharged from registration by being in accordance with a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except as otherwise provided pursuant to Section 3.22.3 hereof, Unregistered Securities shall continue to be subject to successive registrations and discharges from registration at the option of the Holders thereof. The Issuer Unregistered Securities shall be transferable by delivery, except while registered as to principal. Registration of any Coupon Security shall not effect the transferability by delivery of the Coupons appertaining thereto which shall continue to be payable to bearer and transferable by delivery. All Securities and Coupons issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any series as contemplated by the immediately preceding paragraphtransfer. The Issuer Company shall not be required (i) to exchange or issue, register a the transfer of (a) or exchange any Registered Securities of any series for Security during a period beginning at the opening of business 15 days next preceding before the first day of mailing or publication of a notice of redemption of Registered Securities for redemption under Article Twelve or (ii) to register the transfer of such series to be redeemed, (b) or exchange any Registered Securities selected, called or being called Security so selected for redemption, redemption in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,redeemed.

Registration, Transfer and Exchange. 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 Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, maturity date, interest rate, if any, 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 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 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 2.3, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series having other 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, 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 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(14), Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the 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 Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities Registered securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,.

Registration, Transfer and Exchange. The With respect to the Securities of each series, if any, the Issuer will keep shall cause to be kept, at each an office or agency of the Issuer maintained pursuant to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities 10.2, a register or registers (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, it will the Issuer shall provide for the registration of Registered the Securities of each series and of transfers of the registration of transfer of Registered Securities of such each series. Each such register shall be in written form in The Trustee is hereby appointed “Security Registrar” for the English language purpose of registering Securities and transfers and exchanges of Securities as herein provided; provided, that the Issuer may, from time to time, designate (or in change any designation of) any other form capable Person or Persons to act as Security Registrar or co-Security Registrars with respect to the Securities of being converted into such form within a reasonable timeone or more series, with notice to the Trustee and as provided in Section 1.6 to the Holders. At all reasonable times such register or registers the Security Register shall be open for inspection and available for copying by the TrusteeIssuer. In the event that the Trustee shall not be the Security Registrar, it shall have the right to examine the Security Register at all reasonable times. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such office or agency to be of the Issuer maintained for the purpose as provided in that series pursuant to Section 3.210.2, the Issuer shall execute execute, and the Trustee Trustee, at the direction of the Issuer, shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same seriesseries of an authorized denomination, maturity date, interest rate, if any, and original issue date in authorized denominations for of a like aggregate principal amount. All Registered Securities presented for registration of transfer shall (if so required amount bearing a number not contemporaneously outstanding, containing identical terms and provisions and having endorsed thereon the Guarantees executed by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedGuarantors. Notwithstanding any other provision of this Section 2.8Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive registered form, a Global Security in global form representing all or a part 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 the same series containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount and having endorsed thereon the Guarantees executed by the Guarantors, upon surrender of the Securities to be exchanged at any such office or agency of the Issuer maintained for that series pursuant to Section 10.2. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee, at the direction of the Issuer, shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive and having endorsed thereon the Guarantees executed by the Guarantors. If at any time the Depositary for any the Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such Securities series or if at any time the Depositary for the Securities of such Securities series shall no longer be eligible under Section 2.43.3, the Issuer Issuer, by Company Order, shall appoint a successor Depositary with respect to the Securities of such Securitiesseries. If a successor Depositary for the Securities of such Securities series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's ’s election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities 3.1(c) shall no longer be effective with respect to the Securities of such series and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered form, in any authorized denominations, form in an aggregate principal amount and of like terms and tenor equal to the principal amount of the Global Security or Securities in global form representing such Securities series in exchange for such Global Security or SecuritiesSecurities in global form. The Issuer may at any time and in its sole discretion determine that the individual Securities of any series issued in the global form of one or more Global Securities shall no longer be represented by a Global such Security or SecuritiesSecurities in global form. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer a Company Order for the authentication and delivery of individual definitive Securities of such seriesseries and of the same terms and tenor and having endorsed thereon the Guarantees executed by the Guarantors, shall will authenticate and deliver, deliver individual Securities of such series in definitive registered form, form in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities in global form representing such Securities, series in exchange for such Global Security or SecuritiesSecurities in global form. If specified by the Issuer pursuant to Section 2.3 3.1 with respect to Securities represented by a Global Securityseries of Securities, the Depositary for such Global Security series of Securities may surrender a Security in global form for such Global Security series of Securities in exchange in whole or in part for individual Securities of the same such series in definitive registered form and of like terms and tenor on such terms as are acceptable to the Issuer Issuer, the Trustee and such Depositary. Thereupon, the Issuer shall execute, and the Trustee upon receipt of 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. (a) 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 Registered Securities a register or registers in which, subject to such reasonable regulations as it the Issuer may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, maturity date, interest rate, if any, 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 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 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, at the option of the Holder thereof, except as otherwise specified pursuant to Section 2.3, 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 3.2, 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 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. Registered Securities of any series may not be exchanged for Unregistered Securities of such series unless (1) otherwise specified pursuant to Section 2.3 and (2) the Issuer has delivered to the Trustee an Opinion of Counsel that (x) the Issuer has received from the IRS a ruling or (y) since the date hereof, there has been a change in the applicable Federal income tax law, in either case to the effect that the inclusion of terms permitting Registered Securities to be exchanged for Unregistered Securities would result in no Federal income tax effect adverse to the Issuer or to any Holder. Whenever any Securities are so surrendered for exchange, the 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, if any, surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee, and the Trustee shall deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed byexecuted, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order any Officer's Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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 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. The Issuer will keep cause to be kept at each office or agency to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Registered Securities of each series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. There may not be more than one register for each series of Securities. Upon due presentation for registration of transfer of any Registered Security of any series at any 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 such series, maturity dateStated Maturity, interest rate, if any, rate and original issue date in any authorized denominations for and of a like aggregate principal amountamount and tenor. 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 option of the Holder thereof, any Security may be exchanged for a Security of the same series, of like tenor, in authorized denominations and in an equal aggregate principal amount upon surrender of such Security at an office or agency to be maintained for such purpose in accordance with Section 3.2 or as specified pursuant to Section 2.3, and the Issuer shall execute, and the Trustee shall authenticate and deliver in exchange therefor, the Security or Securities which the Holder making the exchange shall be entitled to receive bearing a number or other distinguishing symbol not contemporaneously outstanding. Subject to the foregoing, (i) a Registered Security of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Securities of the same series; (ii) if the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.3, Unregistered Securities may be exchanged for a Registered Security or Securities of the same series, but a Registered Security may not be exchanged for an Unregistered Security or Securities; and (iii) if Unregistered Securities of any series are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.3, any such Unregistered Security or Securities may be exchanged for an Unregistered Security or Securities of the same series; provided that in connection with the surrender of any Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default must be surrendered with the Securities being exchanged. If the Holder of an Unregistered 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 Unregistered Securities are accompanied by payment in funds acceptable to the Issuer 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 Issuer and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter the Holder of such Security shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive from the Issuer the amount of such payment; provided, however, that, except as otherwise provided in Section 3.2, interest represented by Coupons shall be payable only upon the presentation and surrender of those Coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case an Unregistered Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series of like tenor after the close of business at such officer 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 subsequent record date and the before the opening of business at such office or agency on such subsequent date for the payment of interest in default, such Unregistered Security shall be surrendered without the Coupon relating to such Interest Payment Date or subsequent date for payment, as the case may be, and interest or interest in default, as the case may be, will not be payable on such Interest Payment Date or subsequent date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Unregistered Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption, repurchase or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee Trustee, duly executed by, by the Holder or his attorney duly authorized in writing. At Each Registered Global Security authenticated under this Indenture shall be registered in the option name of the Holder Depositary designated for such Registered Global Security or a nominee thereof, Securities and each such Registered Global Security shall constitute a single security for all purposes of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2this Indenture. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption, redemption in whole or in part, except, except in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or redeemed, (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedrepurchased or (d) to exchange any Unregistered Security so selected for redemption, except that such Unregistered Security may be exchanged for a Registered Security of that series and like tenor, provided that such Registered Security shall be simultaneously surrendered for redemption. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Securities shall is no longer eligible because it ceased to be eligible a clearing agency registered under Section 2.4the Exchange Act or any other applicable statute or regulation, the Issuer shall appoint a successor Depositary with respect to such Registered Securities. If a successor Depositary for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Officers' Certificate of the Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive registered formform without Coupons, of like 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order Officers' Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 Securities, 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 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. The Issuer will keep or cause to be kept at each an office or agency to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for register, and will register the transfer of, or cause the registration of the transfer of, Registered Securities of each series and the registration of transfer of Registered Securities of such seriesas in this Article provided. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.23.02, 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, if any, 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 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 in other authorized denominations, in an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the office or agency of the Issuer that shall be maintained for such purpose in accordance with 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 2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series, maturity date and interest rate of any authorized denominations and of a like 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 appertaining thereto, 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, maturity date, interest rate and original issue date of other authorized denominations and of a like 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 and the Coupons appertaining thereto, if any, are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities and the Coupons appertaining thereto, if any, which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, in case an Unregistered 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 any record date and before the opening of business at such office or agency on the relevant interest payment date, such Unregistered Security shall be surrendered without the Coupon relating to such interest payment date or proposed date of payment, as the case may be. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemptionredemption in whole or in part, except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed and except that an Unregistered Security may be exchanged for a Registered Security of the same series if such Registered Security is immediately surrendered for redemption or (c) any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase such Securities, in whole or in part, except, in the case of any Registered Security to be redeemed repurchased in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.82.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.42.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer 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 registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order Officer's Certificate for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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. The Issuer Company will keep at each office or agency to be maintained for the purpose as provided in Section 3.2 for each series Series of Registered Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for register, and will register the registration of transfer of, Registered Securities of each series and the registration of transfer of Registered Securities of such seriesas in this Article provided. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series Series at any such office or agency to be maintained for the these purpose as provided in Section 3.2, the Issuer Company 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, if any, and original issue date Series in authorized denominations for a like aggregate principal amount. All At the option of the Holder, Registered Securities of any Series may be exchanged for other Registered Securities of the same Series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Except as otherwise specified as contemplated by Section 2.3, Unregistered Securities may not be issued in exchange for Registered Securities. At the option of the Holder, Unregistered Securities of any Series may be exchanged or Registered Securities of the same Series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Unregistered Securities to be exchanged at any such office or agency, with all unmatured coupons, if any, and all matured coupons, if any, in default thereto appertaining. If the Holder of an Unregistered Security is unable to produce any such unmatured coupons and all matured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Unregistered Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 3.2, 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 an Unregistered Security of any Series is surrendered at any such office or agency in exchange for a Registered Security of the same Series and like tenor after the close of business at such office or agency on any record date and before the opening of business at such office or agency on the relevant interest payment date, such Unregistered Security shall be surrendered without the coupon relating to such interest payment date and interest will not be payable on such interest payment date in respect of the Registered Security issued in exchange for such Unregistered Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 2.3, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interests for Securities of such Series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 2.3, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that Series in aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Securities shall be surrendered from time to time by the depositary holding such global Security and in accordance with instructions given to the Trustee and such depositary (which instructions shall be in writing but need not comply with Section 12.5 or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same Series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered permanent global Security, a like aggregate principal amount of definitive Securities of the same Series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which (unless the Securities of the Series are not issuable both as Unregistered Securities and as Registered Securities, in which case the definitive Securities exchanged for the permanent global Security shall be issuable only in the form in which the Securities are issuable, as specified as contemplated by Section 2.3) shall be in the form of Unregistered Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that Series to be redeemed and ending on the relevant Redemption Date; and provided, further, that no Unregistered Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such permanent global Security shall be returned by the Trustee to the depositary or such other depositary referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of interest or defaulted interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Upon presentation for registration of any Unregistered Securities of any Series which by its terms is registrable as to principal, at the office or agency of the Company to be maintained as provided in Section 3.2, such Security shall be registered as to principal in the name of the Holder thereof and such registration shall be noted on such Security. Any Security so registered shall be transferable on the registry books of the Company upon presentation of such Security at such office or agency for similar notation thereon, but such Security may be discharged from registration by being in a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Unregistered Securities shall continue to be subject to successive registrations and discharges from registration at the option of the Holders thereof. Unregistered Securities shall be transferable by delivery, except while registered as to principal. Registration of any Coupon Security shall not affect the transferability by delivery of the Coupons appertaining thereto which shall continue to be payable to bearer and transferable by delivery. All Securities and Coupons issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer Company or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Company and the Trustee Security registrar duly executed byexecuted, by the Holder thereof or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that No service charge shall be maintained made for such purpose in accordance with Section 3.2. The Issuer any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of Securities, other than exchanges pursuant to Section 2.11, 8.5 or 13.3 not involving any series as contemplated by the immediately preceding paragraphtransfer. The Issuer Company shall not be required (i) to exchange or issue, register a the transfer of (a) any Registered or exchange Securities of any series for Series during a period beginning at the opening of 15 days next preceding Business Days before any selection of Securities of that Series to be redeemed and ending at the first close of business on (A) if Securities of the Series are issuable only as Registered Securities, the day of the mailing or publication of the relevant notice of redemption and (B) if Securities of the Series are issuable as Unregistered Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the Series are also issuable as Registered Securities and there is no publication, the mailing of such series the relevant notice of redemption, or (ii) to be redeemed, (b) register the transfer of or exchange any Registered Securities selected, called or being called Security so selected for redemption, in whole or in part, except, in except the case unredeemed portion of any Registered Security to be being redeemed in part, the portion thereof not so to be redeemed or (ciii) to exchange any Unregistered Security so selected for redemption except that such an Unregistered Security may be exchanged for a Registered Security if the Holder thereof has exercised his rightof that Series and like tenor, if any, to require the Issuer to repurchase provided that such Registered Security in whole shall be simultaneously surrendered for redemption. All Securities issued upon any transfer or in part, except the portion exchange of such Security not required to Securities shall be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part valid obligations of the Securities of a series may not be transferred except as a whole by Company, evidencing the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall executesame debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. None of the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount agent of the Global Security Trustee, any Paying Agent or Securities representing such Securities in exchange the Company will have any responsibility or liability for such Global Security any aspect of the records relating to or Securities. The Issuer may at any time and in its sole discretion determine that the Securities payments made on account of any series issued in the form beneficial ownership interests of one or more Global Securities shall no longer be represented by a Global Security or Securities. In for maintaining, supervising or reviewing any records relating to such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,beneficial ownership interests.

Registration, Transfer and Exchange. 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 Registered Securities a register or registers in which, subject to such reasonable regulations as it the Issuer may prescribe, it will provide for the registration of Registered Securities of each such series and the registration of transfer of Registered Securities of such series. Each such Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trustee. Upon due presentation for registration of transfer of any Registered Security of any series at any 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, maturity date, interest rate, if any, 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 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 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, at the option of the Holder thereof, except as otherwise specified pursuant to Section 2.3, 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 3.2, 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 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. Registered Securities of any series may not be exchanged for Unregistered Securities of such series unless (1) otherwise specified pursuant to Section 2.3 and (2) the Issuer has delivered to the Trustee an Opinion of Counsel that (x) the Issuer has received from the IRS a ruling or (y) since the date hereof, there has been a change in the applicable United States Federal income tax law, in either case to the effect that the inclusion of terms permitting Registered Securities to be exchanged for Unregistered Securities would result in no United States Federal income tax effect adverse to the Issuer or to any Holder. Whenever any Securities are so surrendered for exchange, the 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, if any, surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee in accordance with its regular procedures, and the Trustee shall deliver a certificate of disposition thereof to the Issuer. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed byexecuted, by the Holder or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. The Issuer or the registrar 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series to be redeemed, redeemed or (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchasedredeemed. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a part portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary eligible under Section 2.4 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.4 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's ’s election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer shall will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver deliver, Securities of such series in definitive registered formform 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. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event, event the Issuer shall will execute, and the Trustee, upon receipt of an any Issuer Order for the authentication and delivery of definitive Securities of such series, shall will authenticate and deliver, Securities of such series in definitive registered formform 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 2.3 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 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. The Issuer will keep at With respect to the Registered Securities of each office or agency series, if any, the Company shall cause to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities kept a register (each such register being herein sometimes referred to as the "Security Register") at an Office or registers Agency for such series in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of the Registered Securities of each such series and of transfers of the registration of transfer of Registered Securities of such series. Each such register Such Office or Agency shall be the "Security Registrar" for that series of Securities. Unless otherwise specified in written form in or pursuant to this Indenture or the English language Securities, the Trustee shall be 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 replacement shall be effective until a successor Security Registrar with respect to such series of being converted into Securities shall have been appointed by the Company and shall have accepted such form within appointment by the Company. 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 such register or registers times. The Company shall be open required to maintain a Security Registrar in each place where the principal of and premium or interest on any Security is payable. There shall be only one Security Register for inspection and available for copying by the Trusteeeach series of Securities. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such office or agency to be maintained for the purpose as provided in Section 3.2series, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same seriesseries denominated as authorized in or pursuant to this Indenture, maturity dateof a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder, interest ratecertificated Securities (including Bearer Securities) and the right to receive the principal, premium and interest, if any, on any certificated Security may be transferred by a Holder by surrendering such certificate representing the certificated Securities at the Corporate Trust Office of the Trustee. Such certificate representing the certificated Securities may be reissued by the Company or the Trustee to a new Holder or a new certificate representing the certificated Securities may be issued by the Company or the Trustee to a new Holder. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and original issue date provisions, in any authorized denominations for denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities that 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 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 that 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 certificated 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 of the date the Company is so informed in writing, (ii) the Company, in its discretion, determines not to require all of the Securities of a series to be represented by a global Security and notifies the Trustee of its decision by executing and delivering to the Trustee a Company Order to the effect that such global Security shall be so exchangeable or (iii) an Event of Default has occurred and is continuing, the Company, the Trustee, the Registrar and the Paying Agent shall have notified the Depository that the global Security shall be exchangeable for certificated 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 interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms 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 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 purpose, to be exchanged, in whole or in 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 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 (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 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 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 Securities Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Issuer Company or the TrusteeSecurity Registrar for such Security) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Company and the Trustee Security Registrar for such Security duly executed by, by the Holder thereof or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that No service charge shall be maintained made for such purpose in accordance with Section 3.2. The Issuer any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge and any other reasonable expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities, other than exchanges pursuant to Section 3.4, 3.6, 9.5 or 11.7 not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to register the transfer of or exchange Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for during a period beginning at the opening of business 15 days next preceding before the first mailing or publication of day the Company transmits a notice of redemption of Registered Securities of such the series selected for redemption and ending at the close of business on the day of the transmission, or (ii) to be redeemed, (b) register the transfer of or exchange any Registered Securities selected, called or being called Security selected for redemption, redemption in whole or in part, except, except in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed redeemed, or (ciii) 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 if of like tenor and the Holder thereof 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 exercised his rightbeen surrendered for repayment at the option of the Holder, except the portion, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,so repaid.

Registration, Transfer and Exchange. The Issuer will keep Company shall cause to be kept at each the Corporate Trust Office of the Trustee or in any office or agency to be maintained for by the purpose as provided Company in accordance with Section 3.2 for each series 9.2 in a Place of Registered Securities Payment a register or registers (the "Register") in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities of each series and the registration of transfer transfers of Registered Securities of such seriesSecurities. Each such register The Register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times such register or registers shall be open The Trustee is hereby appointed "Registrar" for inspection the purpose of registering Registered Securities and available for copying by the Trusteetransfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such the office or agency maintained pursuant to be maintained Section 9.2 in a Place of Payment for the purpose as provided in Section 3.2that series, the Issuer Company shall execute and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, maturity date, interest rate, if any, and original issue date in of any authorized denominations for and of a like aggregate principal amountamount containing identical terms and provisions. All Registered Bearer Securities presented for registration of transfer or any coupons appertaining thereto shall (if so required be transferable by the Issuer or the Trustee) be duly endorsed by, or 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 writingdelivery. At the option of the Holder thereofHolder, Registered Securities of any series (other than except a Global Security, except as set forth belowRegistered Security in global form) may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a Security 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 having may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and an equal of like tenor and aggregate principal amount, upon surrender of such the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section 9.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the Issuer that 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 maintained 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 purpose Bearer Security, but will be payable only to the holder of such coupon, when due in accordance with Section 3.2the provisions of this Indenture. The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Each Security issued in connection with any registration of transfer of Registered Securities. No service charge global form authenticated under this Indenture shall be made registered in the name of the Depository designated for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraph. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication of notice of redemption of Registered Securities of such series or a nominee thereof and delivered to be redeemedsuch Depository or a nominee thereof or custodian therefor, (b) any Registered Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed or (c) any Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase and each such Security issued in whole or in part, except the portion global form shall constitute a single Security for all purposes of such Security not required to be repurchasedthis Indenture. Notwithstanding any other provision of this Section 2.8Section, unless and until it is exchanged in whole or in part for Securities in definitive registered formcertificated form in the circumstances described below, a Global Security in global form representing all or a part portion of the Securities of a series may not be transferred 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 DepositaryDepository. If at any time the Depositary Depository for any the Securities of a series represented by one or more Global Securities notifies the Issuer Company that it is unwilling or unable to continue as Depositary Depository for the Securities of such Securities series or if at any time the Depositary Depository for the Securities of such Securities series shall no longer be eligible under Section 2.43.3, the Issuer Company shall appoint a successor Depositary Depository with respect to the Securities of such Securitiesseries. If a successor Depositary Depository for the Securities of such Securities series is not appointed by the Issuer Company within 90 days after the Issuer Company receives such notice or becomes aware of such ineligibility, the Issuer's election Company selection pursuant to Section 2.3 that such Securities be represented by one or more Global Securities 3.1(b)(23) shall no longer be effective with respect to the Securities of such series and the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer a Company Order for the authentication and delivery of definitive certificated Securities of such seriesseries of like tenor, will shall authenticate and deliver Securities of such series of like tenor in definitive registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. The Issuer Company may at any time and in its sole discretion determine that the Securities of any series issued in the global form of one or more Global Securities shall no longer be represented by such a Global Security or SecuritiesSecurities in global form. In such event, event the Issuer Company shall execute, and the Trustee, upon receipt of an Issuer a Company Order for the authentication and delivery of definitive certificated Securities of such seriesseries of like tenor, shall authenticate and deliver, Securities of such series of like tenor in definitive registered certificated form, in any authorized denominations, denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing of such Securities, series of like tenor in global form in exchange for such Global Security or SecuritiesSecurities in global form. If specified by the Issuer Company pursuant to Section 2.3 3.1 with respect to Securities represented by a Global Securityseries of Securities, the Depositary Depository for such Global Security series may surrender a Security in global form of such Global Security series in exchange in whole or in part for Securities of the same such series in definitive registered certificated form on such terms as are acceptable to the Issuer Company and such DepositaryDepository. Thereupon, the Issuer Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Issuer will keep at With respect to the Registered Securities of each office or agency series, if any, the Company shall cause to be maintained for the purpose as provided in Section 3.2 for each series of Registered Securities kept a register (each such register being herein sometimes referred to as the “Security Register”) at an Office or registers Agency for such series in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of the Registered Securities of each such series and of transfers of the registration of transfer of Registered Securities of such series. Each such register Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in written form or pursuant to this Indenture or the Securities, the initial Security Registrar for each series of Securities shall be as specified in the English language last paragraph of Section 1002. 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 replacement shall be effective until a successor Security Registrar with respect to such series of being converted into Securities shall have been appointed by the Company and shall have accepted such form within appointment. 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 such register or registers times. There shall be open only one Security Register for inspection and available for copying by the Trusteeeach series of Securities. Upon due presentation Except as otherwise provided in or pursuant to this Indenture, upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such office or agency to be maintained for the purpose as provided in Section 3.2series, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same seriesseries denominated as authorized in or pursuant to this Indenture, maturity date, interest rateof a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions and, if anyapplicable, having the notation of the Guarantee of each applicable Guarantor endorsed thereon. Except as otherwise provided in or pursuant to this Indenture, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denominations, and original issue date in authorized denominations for of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such series. 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 together with, if applicable, the notation of the Guarantee of each applicable Guarantor endorsed thereon . 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 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 which the Holder making the exchange is entitled to receive together with, if applicable, the notation of the Guarantee of each applicable Guarantor endorsed thereon. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, the global Securities of any series shall be exchangeable for definitive certificated Securities of such series only if (i) the Depository for such global Securities notifies the Company that it is unwilling or unable to continue as a Depository for such global Securities or at any time the 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, determines that the Securities of such series shall no longer be represented by one or more global Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be 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 interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms 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 its custodian) as shall be specified in the Company Order with respect thereto (which the Company agrees to deliver), and in 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 purpose, to be exchanged, in whole or in 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 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, 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 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 and each Guarantee, if any, the notation of which is endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company and each applicable 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 Securities Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer Company or the TrusteeSecurity Registrar for such Security) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Company and the Trustee Security Registrar for such Security duly executed by, by the Holder thereof or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that No service charge shall be maintained made for such purpose in accordance with Section 3.2. The Issuer 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 of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities Securities, other than exchanges pursuant to Section 304, 905 or 1107, upon repayment or repurchase in part of any series 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 or property pursuant to its terms, in each case not involving any transfer. Except as contemplated by otherwise provided in or pursuant to this Indenture, the immediately preceding paragraph. The Issuer Company shall not be required (i) to exchange or issue, register a 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 terms and of the same series under Section 1103 and ending at the close of business on the day of such selection, or (aii) to register the transfer of or exchange any Registered Securities of any series for a period of 15 days next preceding the first mailing Security, or publication of notice of redemption of Registered Securities of such series to be redeemedportion thereof, (b) any Registered Securities selected, called or being called so selected for redemption, in whole or in part, except, except in the case of any Registered Security to be redeemed in part, the portion thereof not so to be redeemed redeemed, or (ciii) 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 if of like tenor and terms and of the same series, provided that such Registered Security shall 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 thereof has exercised his rightpursuant to Article Thirteen and not withdrawn, except the portion, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,so repaid.

Registration, Transfer and Exchange. The Issuer will keep Company shall cause to be kept at each the Corporate Trust Office of the Trustee or in any office or agency to be maintained for by the purpose as provided Company in accordance with Section 3.2 for each series 9.2 in a Place of Registered Securities Payment a register or registers (the "Register") in which, subject to such reasonable regulations as it may prescribe, it will the Company shall provide for the registration of Registered Securities of each series and the registration of transfer transfers of Registered Securities of such seriesSecurities. Each such register The Register shall be in written form in the English language or in any other form capable of being converted into such written form within a reasonable time. At all reasonable times such register or registers shall be open The Trustee is hereby appointed "Registrar" for inspection the purpose of registering Registered Securities and available for copying by the Trusteetransfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any series at any such the office or agency maintained pursuant to be maintained Section 9.2 in a Place of Payment for the purpose as provided in Section 3.2that series, the Issuer Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, maturity dateof any authorized denominations and of a like aggregate principal amount containing identical terms and provisions. Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of 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 and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest raterepresented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon, when due in accordance with the provisions of this Indenture. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive certificated form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depository for such series to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such series or a nominee of such successor Depository. Unless otherwise specified pursuant to Section 3.1 with respect to the Securities of any series, a Security in global form will be exchangeable for certificated Securities of the same series in definitive form only if (i) the Depository for the Global Securities of such series notifies the Company that it is unwilling or unable to continue as Depository for the global Securities of such series or such Depository ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, or any successor thereto if so required by applicable law or regulation and, in either case, a successor Depository for such Securities shall not have been appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, as the case may be, (ii) the Company, in its sole discretion, determines that such Securities in global form shall be exchangeable for certificated Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series, the Company's election pursuant to Section 3.1(b)(24) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor and terms, shall authenticate and deliver, without charge, Securities of such series of like tenor and terms in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor and terms in global form in exchange for such Security or Securities in global form. Upon any such exchange, owners of beneficial interests in such Securities in global form will be entitled to physical delivery of individual Securities in certificated form of like tenor and terms equal in principal amount to such beneficial interests, and to have such Securities in certificated form registered in the names of the beneficial owners. If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depository for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and such Depository. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to each Person specified by such Depository a new certificated Security or Securities of the same series of like tenor and terms, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Security in global form; and (ii) to such Depository a new Security in global form of like tenor and terms in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and original issue date the aggregate principal amount of certificated Securities delivered to Holders thereof. Upon the exchange of a Security in global form for Securities in certificated form, such Security in global form shall be canceled by the Trustee. Unless expressly provided with respect to the Securities of any series that such Security may be exchanged for Bearer Securities, Securities in certificated form issued in exchange for a Security in global form pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for a like aggregate principal amountsuch Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. Whenever any Securities are surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or upon any exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Securities Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer Company, the Registrar or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer Company, the Registrar and the Trustee duly executed by, by the Holder thereof or his attorney duly authorized in writing. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that No service charge shall be maintained made for such purpose in accordance with Section 3.2. The Issuer any registration of transfer or for any exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities Securities, other than exchanges pursuant to Section 3.4, 8.6, or 10.7 or upon the Company's repurchase of any series as contemplated by Securities in part at the immediately preceding paragraphoption of the Holder thereof not involving any transfer. The Issuer Company shall not be required (i) to issue, register the transfer of, or exchange or register a transfer of (a) any Registered Securities of any series for a period beginning at the opening of business 15 days next preceding before any selection for redemption of Securities of like tenor and of the first mailing or publication series of which such Security is a part and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Registered Securities of like tenor and of such series to be redeemed, ; (bii) to register the transfer of or exchange any Registered Securities selected, called or being called Security so selected for redemption, in whole or in part, except, in except the case unredeemed portion of any Registered Security to be being redeemed in part, the portion thereof not so to be redeemed ; or (ciii) to exchange any Bearer Security so selected for redemption, except that such a Bearer Security may be exchanged for a Registered Security if the Holder thereof has exercised his right, if any, to require the Issuer to repurchase such Security in whole or in part, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless that series and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to such Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 like tenor; provided that such Securities Registered Security shall be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order simultaneously surrendered for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,redemption.

Registration, Transfer and Exchange. The Issuer will keep or cause to be kept at each an office or agency to be maintained for the such purpose as provided in Section 3.2 a register or registers for each series of Registered Securities a register or registers issued hereunder (collectively, the "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will provide for register, and will register the transfer of or cause the registration of the transfer of, Registered Securities of each series and the registration of transfer of Registered Securities of such series. Each such register shall be as in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection and available for copying by the Trusteethis Article provided. Upon due presentation for registration of transfer of any Registered Security of any series at any such an office or agency to be maintained for the such 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, maturity date, interest rate, if any, and original issue date series in authorized denominations for a like aggregate principal amount. Unregistered Securities (except for any temporary Unregistered Securities) and Coupons (except for Coupons attached to any temporary Unregistered Securities) shall be transferable by delivery. At the option of the Holder thereof, any Registered Security or Registered Securities of any series may be exchanged for a Registered Security or Registered Securities of the same series in other authorized denominations, in an equal aggregate principal amount. Registered Securities of any series to be exchanged shall be surrendered at an office or agency to be maintained by the Issuer for such purpose as provided in Section 3.2, and the Issuer shall Notwithstanding the foregoing, in case an Unregistered 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 any record date and before the opening of business at such office or agency on the relevant interest payment date, such Unregistered Security shall be surrendered without the Coupon relating to such interest payment date or proposed date of payment, as the case may be. All Registered Securities presented for registration of transfer transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or 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. At the option of the Holder thereof, Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a Security or Securities of such series having authorized denominations and an equal aggregate principal amount, upon surrender of such Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2. 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 Registered Securities. No service charge shall be made for any such transaction or for any exchange of Securities of any series as contemplated by the immediately preceding paragraphtransaction. The Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of 15 days next preceding the first mailing or publication close of notice business on the date of redemption selection of Registered Securities of such series to be redeemed, of (b) any Registered Securities selected, called or being called for redemption, in whole or in part, redemption except, in the case of any Registered Security where public notice has been All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Notwithstanding anything herein or in the terms of any series of Securities to the contrary, neither the Issuer nor the Trustee (which shall rely on an Officers' Certificate and an Opinion of Counsel) shall be redeemed in part, the portion thereof not so required to be redeemed or (c) exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal income tax consequences to the Holder thereof has exercised his rightIssuer (including, if anywithout limitation, to require the inability of the Issuer to repurchase such Security in whole or in partdeduct from its income, except the portion of such Security not required to be repurchased. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part as computed for Securities in definitive registered form, a Global Security representing all or a part of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Securities of a series represented by one or more Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Securities or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.4Federal income tax purposes, the Issuer shall appoint a successor Depositary with respect to such interest payable on the Unregistered Securities. If a successor Depositary for such Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that such Securities be represented by one or more Global Securities shall no longer be effective and the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities, in exchange for such Global Security or Securities. If specified by the Issuer pursuant to Section 2.3 with respect to Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,) under then applicable United States Federal income tax laws.