Common use of Registration, Transfer and Exchange Clause in Contracts

Registration, Transfer and Exchange. The Company will keep at the office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Registered Securities as in this Article Two provided. 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 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 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 in authorized denominations for a like aggregate principal amount. 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 of such Series, as may be issued by the terms 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 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 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 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. The Company Issuer will keep at the each 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 register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof each series and the registration of transfer of Registered Securities of such series. Such 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 series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Company 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 series, maturity date, interest rate, if any, and original issue date in authorized denominations for a like aggregate principal amount. At All Registered Securities presented for registration of transfer shall (if so required by the option 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 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 of such Series, as may be issued by the terms thereofor his attorney duly authorized in writing. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesGlobal Security, 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, except as set forth below) may be exchanged for Unregistered a Security or Securities of such Series. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such 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 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 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 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 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 any Unregistered Securities of any Series which by its terms is registerable as to principal, at the office or agency of the Company to Issuer that shall be maintained as provided for such purpose in accordance with 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 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, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving Securities of any transferseries as contemplated by the immediately preceding paragraph. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Registered Securities of any series for a period beginning at the opening of business 15 days before next preceding the day first mailing or publication of mailing of a notice of redemption of Registered Securities of such series to be redeemed, (b) any Registered Securities selected, called or being called for redemption under Article Twelve or (ii) to register the transfer of or exchange any 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 redeemed.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 Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Trustee 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 or registers (the “Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Company shall provide for the registration of Registered Securities as in this Article Two providedand the registration of transfers of Registered Securities. 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 by the Trusteepurpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any Series 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 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 in series, of any authorized denominations for and of a like aggregate principal amount. At Unless otherwise provided with respect to any Securities pursuant to Section 3.1, Bearer Securities (except for any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall be transferable by delivery. Unless otherwise provided as contemplated by Section 3.1, at the option of the Holder 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 of such Series, as may be issued by the terms thereof. At the option of the Holder thereofHolder, Registered Securities of any series (except 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, Registered Security in global form) may be exchanged for Unregistered other Registered Securities of such Series. Securities so issued in exchange for other Securities shall be the same series, of any authorized denomination denominations and of a like aggregate principal amount containing identical terms and maturity dateprovisions, interest rate or method of determining interest, and shall be issued upon surrender of the Registered 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 such 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 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 dateor 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 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, an Unregistered in case any Bearer Security will not be delivered of any series is surrendered at any such office or agency 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 same series after the close of the Treasury, 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 any Unregistered Securities of any Series which by its terms is registerable 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 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 similar notation thereonpayment 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 Security may be discharged from registration by being coupon, when due in accordance with the provisions of this Indenture. Unless otherwise specified pursuant to Section 3.1 with respect to a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except series of Securities or as otherwise provided below in this Section 3.5, owners of beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled to have Securities of such series registered in their names, will not receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be considered the Holders or owners thereof for any purposes hereunder. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred 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 the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series notifies the Company that it shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 2.5 hereof3.1(a) (27) shall no longer be effective with respect to the Securities of such series and the Company shall execute, Unregistered and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall continue authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to be subject to successive registrations and discharges from registration at the option principal amount of the Holders thereofSecurity or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. Unregistered The Company may at any time in its sole discretion determine that Securities of a series issued in global form shall no longer be transferable represented by deliverysuch a Security or Securities in global form. In such event the Company shall execute, except while registered as to principal. Registration and the Trustee, upon receipt of any Coupon Security shall not effect a Company Order for the transferability by authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the 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 principal amount of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security or Securities and Coupons surrendered upon of such transfer series of like tenor in global form in exchange for such Security or exchangeSecurities in global form. Every Security presented or surrendered for registration of transfer or exchange shall (if so required If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or the Trustee) be duly endorsed, or be accompanied by a written instrument in part for Securities of transfer such series in certificated form satisfactory on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee duly executedshall authenticate and deliver, by the Holder thereof or his attorney duly authorized in writing. No without 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.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 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 will keep 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 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 exchanged shall be surrendered at an office or agency of the 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 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 the Trustee to be maintained for the purpose as provided in Section 3.2 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 register, the Company shall provide for the registration of registered Securities and will register the transfer of, Registered Securities as in this Article Two provided. Such register of transfers of such Securities; provided no such 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 by transferable only on the TrusteeSecurity Register. Upon due presentation surrender for registration of transfer of any Registered Definitive Security of any Series series at any such an office or agency to be maintained for the purpose as provided in Section 3.2, of 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 in authorized denominations for a like aggregate principal amount. 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 designated pursuant to Section 2.5, be exchanged for Registered Securities of such Series, as may be issued by the terms 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 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 exchangepurpose, 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 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 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 any Unregistered Securities of any Series which by its terms is registerable 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 designated transferee or transferees, one or more new Definitive Securities of the Company upon presentation same series of such Security at such office or agency for similar notation thereonany authorized denominations containing identical terms and provisions, but such Security may be discharged from registration by being in of a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except as otherwise provided pursuant to Section 2.5 hereof, 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 deliveryaggregate principal amount. All Securities and Coupons 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 and Coupons 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 Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed, by the registered Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register in the Security Register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of mailing the giving of a notice of redemption of Securities of such series selected for redemption under Article Twelve Eleven and ending at the close of business on the day of the giving of such notice, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in except the case unredeemed portion of any Security to be Securities being redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. The Company will keep or will cause to be kept at the office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it the Company will register, provide for the registration and will register the transfer of, of Registered Securities as is provided in this Article Two provided2. 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 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 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 in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, Series which by their terms are registerable as to principal and interest, interest may, to the extent and under the circumstances specified pursuant to Section 2.52.03, be exchanged for Registered Securities of such Series, as may be issued by the terms thereof. At the option of the Holder thereof, Registered Securities of a Series, Series which by their terms provide for the issuance of Unregistered Securities, Securities may, to the extent and under the circumstances specified pursuant to Section 2.52.03, 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 and 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 3.2 3.02 and upon payment, if the Company 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 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 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 U.S. Department of the Treasury, 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 any Unregistered Securities of any Series which by its terms is registerable as to principal, at the office or agency of the Company to be maintained as provided in Section 3.23.02, 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. Except as otherwise provided pursuant to Section 2.5 hereof2.03, 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 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 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 Trustee, duly executed, executed by the Holder thereof or his 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 transfer or exchange of Securities, other than exchanges pursuant to Sections Section 2.11, 8.5 8.05 or 12.3 11.02 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve 11 or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. The Company will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, provide for the registration of Securities of such series and will register the registration of transfer of, Registered of Securities as in this Article Two providedof such series. 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 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 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of any series (except 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, Global Security) may be exchanged for Registered a Security or Securities of such Seriesseries having authorized denominations and an equal aggregate principal amount, as may be issued by the terms 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 such 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 agency of the Company provided that shall be maintained for such purpose in accordance with Section 3.2 3.02 and upon payment, if the Company shall so require, of the 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 datehereinafter 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. Notwithstanding the foregoing, an Unregistered Security will not be delivered All Securities surrendered upon any exchange or transfer provided for 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 this Indenture shall be required by regulations promptly cancelled and disposed of the United States Department of the Treasury, 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 and the Trustee or such agent shall have, or shall have been notified in writing by will deliver a certificate of disposition thereof to the Company that the Company has, actual knowledge that such certificate is falseCompany. Upon presentation All Securities presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executedexecuted by, by the Holder thereof or his or her attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the The 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.. Notwithstanding any other provision of this Section 2.09, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of a series shall no longer be eligible under Section 2.05, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 2.04 that the Securities of such series be represented by a Global Security shall no longer be effective and the Company will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities of such series, in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series, in exchange for such Global Security or Securities. The Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 9.2 in a Place of Payment or in such other place or medium as may be specified pursuant to Section 3.1 a register for each series of Securities (the registers maintained in such office or in any such office or agency of the Trustee Company in a Place of Payment being herein sometimes referred to be maintained for collectively as the purpose as provided in Section 3.2 a register or registers "Register") in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Company shall provide for the registration of Registered Securities as in this Article Two providedand the registration of transfers of Registered Securities. 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 by the Trusteepurpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any Series 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 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 in series, of any authorized denominations for and of a like aggregate principal amount. At Unless otherwise provided as contemplated by Section 3.1, Bearer Securities (except for any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall be transferable by delivery. Unless otherwise provided as contemplated by Section 3.1, at the option of the Holder 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 of such Series, as may be issued by the terms thereof. At the option of the Holder thereofHolder, Registered Securities of any series (except 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, Registered Security in global form) may be exchanged for Unregistered other Registered Securities of such Series. Securities so issued in exchange for other Securities shall be the same series, of any authorized denomination denominations and of a like aggregate principal amount containing identical terms and maturity dateprovisions, interest rate or method of determining interest, and shall be issued upon surrender of the Registered 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 such 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 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 dateor 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 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, an Unregistered in case any Bearer Security will not be delivered of any series is surrendered at any such office or agency 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 same series after the close of the Treasury, 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 any Unregistered Securities of any Series which by its terms is registerable 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 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 similar notation thereonpayment 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 Security may be discharged from registration by being coupon, when due in accordance with the provisions of this Indenture. Unless otherwise specified pursuant to Section 3.1 with respect to a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except series of Securities or as otherwise provided below in this Section 3.5, owners of beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled to have Securities of such series registered in their names, will not receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be considered the Holders or owners thereof for any purposes hereunder. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred or exchanged except as a whole by the Depository for such series to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for such series or a nominee of such successor Depository. If at any time the Depository for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depository for the Securities of such series or if at any time the Depository for the Securities of such series notifies the Company that it shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depository with respect to the Securities of such series. Unless otherwise provided as contemplated by Section 3.1, if a successor Depository for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.5 hereof3.1(b) (26) shall no longer be effective with respect to the Securities of such series and the Company shall execute, Unregistered and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall continue authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to be subject to successive registrations and discharges from registration at the option principal amount of the Holders thereofSecurity or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. Unregistered The Company may at any time in its sole discretion determine that Securities of a series issued in global form shall no longer be transferable represented by deliverysuch a Security or Securities in global form. In such event the Company shall execute, except while registered as to principal. Registration and the Trustee, upon receipt of any Coupon Security shall not effect a Company Order for the transferability by authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the 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 principal amount of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security or Securities and Coupons surrendered upon of such transfer series of like tenor in global form in exchange for such Security or exchangeSecurities in global form. Every Security presented or surrendered for registration of transfer or exchange shall (if so required 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 the Trustee) be duly endorsed, or be accompanied by a written instrument in part for Securities of transfer such series in certificated form satisfactory on such terms as are acceptable to the Company and such Depository. Thereupon, the Company shall execute, and the Trustee duly executedshall authenticate and deliver, by the Holder thereof or his attorney duly authorized in writing. No without 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.charge,

Registration, Transfer and Exchange. The With respect to the Registered Securities of each series, if any, the Company will keep shall cause to be kept at the an office or agency of the Trustee Company maintained pursuant to be maintained for the purpose as provided in Section 3.2 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 register, and will register the transfer of, Company shall provide for the registration of the Registered Securities as in this Article Two providedof each series and of transfers of the Registered Securities of each series. Such register 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 by the Trusteetimes. Upon due presentation surrender for registration of transfer of any Registered Security of any Series series at any office or agency of the Company maintained for that series pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 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 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 to be maintained in exchange for the purpose as provided in Section 3.2, 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 in authorized denominations for a series and like aggregate principal amount. At tenor after the option close of business at such office or agency on (i) any Regular Record Date and before the Holder thereofopening of business at such office or agency on the relevant Interest Payment Date, Unregistered Securities or (ii) any Special Record Date and before the opening of a Series, which by their terms are registerable as to principal and interest, may, to business at such office or agency on the extent and under the circumstances specified pursuant to Section 2.5, be exchanged for Registered Securities of such Series, as may be issued by the terms 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 issued in exchange for Registered Securities of such Series between the regular record related date for payment of Defaulted Interest, such Registered Bearer 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 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 payment dateor 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, 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 and Coupons surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Company or the TrusteeSecurity Registrar for such series of Security presented) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee such Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11Section 304, 8.5 906 or 12.3 1107 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Article Twelve Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture.

Registration, Transfer and Exchange. The Company will keep at the office or agency Each of the Trustee Issuers shall keep or cause to be maintained for the purpose as provided in Section 3.2 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 registersuch Issuer shall provide for the registration of Securities, or of Securities of a particular series, and will register the transfer of, Registered for transfers of Securities as in this Article Two providedor of Securities of such series. Such 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 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 Company 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 Series in such series of any authorized denominations for denominations, of a like aggregate principal amountamount and Stated Maturity and of like tenor and terms. At Subject to Section 204, at the option of the Holder thereofHolder, 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, any series may be exchanged for Registered other Securities of such Series, as may be issued by the terms 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 series of any authorized denomination denominations, of a like aggregate principal amount and Stated Maturity and of like principal amount tenor and maturity dateterms, 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 such 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 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 dateor agency. Whenever any Securities are so surrendered for exchange, the Company 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 Holder Securityholder 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 Companyapplicable Issuer and, if applicable, the Guarantor, evidencing the same debt, and entitled to the same benefits under this the 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 applicable Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company applicable Issuer and the Trustee Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No Unless otherwise provided in the Security to be transferred or exchanged, no service charge shall be made on any Securityholder for any registration of transfer or exchange of Securities, but the Company 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 Section 304 or 12.3 906 not involving any transfer. The Company applicable Issuer shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Article Twelve Section 1103 and ending at the close of business on the date of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in except for the case portion of any such Security to be redeemed in partnot so selected for redemption. None of the applicable Issuer, the portion thereof not redeemedGuarantor, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The applicable Issuer initially appoints the Trustee to act as Security Registrar for the Securities on its behalf. The applicable Issuer may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued under this Indenture.

Registration, Transfer and Exchange. The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, 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, except as set forth below) may be exchanged for Unregistered a Registered Security or Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Registered 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 agency of the Company provided Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter 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 issued in exchange series may be exchanged for Registered Securities of such Series between series having other authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the regular record date agency of the Issuer that shall be maintained for such Registered Security 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 next interest payment date will be issued without Issuer shall so require, of the Coupon relating to such interest payment 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 surrendered 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 exchange for 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 between of any series may not be exchanged for Unregistered Securities of such dates shall be surrendered without the Coupon relating to such interest payment dateseries. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such any exchange or transfer or exchangeprovided 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. Every Security All Registered Securities presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any 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.

Registration, Transfer and Exchange. The Company will keep or will cause to be kept at the office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 3.02 a register or registers in which, subject to such reasonable regulations as it may prescribe, it the Company will register, provide for the registration and will register the transfer of, of Registered Securities as is provided in this Article Two provided2. 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 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 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 in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, Series which by their terms are registerable as to principal and interest, interest may, to the extent and under the circumstances specified pursuant to Section 2.52.03, be exchanged for Registered Securities of such Series, as may be issued by the terms thereof. At the option of the Holder thereof, Registered Securities of a Series, Series which by their terms provide for the issuance of Unregistered Securities, Securities may, to the extent and under the circumstances specified pursuant to Section 2.52.03, 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 and 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 3.2 3.02 and upon payment, if the Company 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 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 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 U.S. Department of the Treasury, 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 any Unregistered Securities of any Series which by its terms is registerable as to principal, at the office or agency of the Company to be maintained as provided in Section 3.23.02, 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. Except as otherwise provided pursuant to Section 2.5 hereof2.03, 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 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 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 Trustee, duly executed, executed by the Holder thereof or his 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 transfer or exchange of Securities, other than exchanges pursuant to Sections Section 2.11, 8.5 8.05 or 12.3 11.02 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve 11 or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. The Company Issuer will keep or cause to be kept at the an office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 ‎‎Section 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, or cause the registration of the transfer of, Registered Securities as in this Article Two provided. 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 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 3.2‎‎Section 3.02, the Company 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 series, expiration date and original issue date in authorized denominations for a like aggregate principal amountnumber of Warrants. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, which by their terms provide 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 issuance office or agency of Unregistered Securitiesthe Issuer that shall be maintained for such purpose in accordance with ‎‎Section 3.02 and upon payment, mayif the Issuer shall so require, to of the extent charges hereinafter provided. If the Securities of any series are issued in both registered and under the circumstances unregistered form, except as otherwise specified pursuant to Section 2.5‎‎Section 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. Securities so issued in exchange for series, expiration date and original issue date of other Securities shall be of any authorized denomination denominations and of a like principal amount and maturity dateaggregate number of Warrants, interest rate or method of determining interest, and shall be issued upon surrender of the such Unregistered 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 agency of the Company provided Issuer that shall be maintained for such purpose in Section 3.2 accordance with ‎‎Section 3.02 or as specified pursuant to ‎‎Section 2.03 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter provided. Unless otherwise specified pursuant to ‎‎Section 2.03, Registered Securities of any series may not be exchanged for 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 dateseries. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered in exchange for a All 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 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 presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executedexecuted by, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed, (b) any Securities selected, called or (ii) to register the transfer of or exchange any Security so selected being called for redemption 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 redeemed.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 Security to be repurchased in part, the portion thereof not so to be repurchased. Notwithstanding any other provision of this ‎‎Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 2.04, the Issuer shall appoint a successor Depositary eligible under ‎‎Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under ‎‎Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to ‎‎Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate number of Warrants equal to the 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 2.03 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 Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Trustee to be maintained for by the purpose as provided Company in accordance with Section 3.2 9.2 in a Place of Payment a register or registers (the "Register") in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Company shall provide for the registration of Registered Securities as in this Article Two providedand the registration of transfers of Registered Securities. 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 by the Trusteepurpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any Series 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 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 in series, of any authorized denominations for and of a like aggregate principal amountamount containing identical terms and provisions. Bearer Securities or any coupons appertaining thereto shall be transferable by delivery. 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 of such Series, as may be issued by the terms thereof. At the option of the Holder thereofHolder, Registered Securities of any series (except 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, Registered Security in global form) may be exchanged for Unregistered other Registered Securities of such Series. Securities so issued in exchange for other Securities shall be the same series, of any authorized denomination denominations and of a like aggregate principal amount containing identical terms and maturity dateprovisions, interest rate or method of determining interest, and shall be issued upon surrender of the Registered 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 such 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 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 dateor 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. Notwithstanding the foregoingUnless otherwise specified as contemplated by Section 3.1, an Unregistered Security will Bearer Securities may not be delivered issued in exchange for a Registered Security or Securities unless the Trustee receives a certificate signed Securities. Unless otherwise specified as contemplated 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 TreasurySection 3.1, 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, Unregistered Securities shall continue to be subject to successive registrations and discharges from registration at the option of the Holders thereof. Unregistered Holder, Bearer Securities shall of such series may be transferable 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 deliverysuch series) of the same series, except while registered as to principal. Registration of any Coupon Security shall not effect the transferability by delivery authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Coupons appertaining thereto which shall continue Bearer Securities to be payable 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 bearer and transferable by delivery. All produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer 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 are accompanied by a written instrument of transfer payment in form satisfactory funds acceptable to the Company and the Trustee duly executedin an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder thereof or his attorney duly authorized of such Security shall surrender to any Paying Agent any such missing coupon in writing. No service charge respect of which such a payment shall have been made, such Holder shall be made for any registration entitled to receive the amount of transfer 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 exchange of Securities, but agency located outside the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.United

Registration, Transfer and Exchange. The Company Issuer will keep keep, or cause to be kept, at the Corporate Trust Office and at each other office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers (collectively, the "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will register, provide for the registration of Securities of such series and will register the registration of transfer of, Registered of Securities as in this Article Two providedof such series. 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 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 series at any such office or agency to be maintained for the purpose as provided in Section 3.2agency, the Company 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 series, maturity date and interest rate in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of any series (other than a SeriesGlobal Security, which by their terms are registerable except as to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.5, set forth below) may be exchanged for Registered one or more Securities of such Seriesseries in authorized denominations for a like aggregate principal amount, as may be issued by the terms 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 such 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 or agency to be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Company Issuer shall so require, of the 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 datehereinafter provided. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered All Securities surrendered upon any exchange or transfer provided for 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 this Indenture shall be required by regulations of the United States Department of the Treasury, 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 promptly cancelled by the Trustee if and the Trustee or such agent shall have, or shall have been notified in writing by will deliver a certificate of cancellation thereof to the Company that the Company has, actual knowledge that such certificate is falseIssuer. Upon presentation All Securities presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executedexecuted by, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 and 11.2 not involving any transfer. No service charge shall be made for any such transaction. The Company Issuer shall not be required to (ia) to issue, exchange or register the a transfer of or exchange any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day first mailing or publication of mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to exchange or register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depository for such Global Security 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 Global Security or a nominee of such successor Depository. If at any time 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 Depository for such Securities or if at any time any such Depository shall no longer be eligible as a Depository, the Issuer shall appoint a successor Depository with respect to the Securities held by such Depository. If a successor Depository is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Securities of such series shall no longer be represented by one or more Global Securities 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, shall authenticate and make available for delivery Securities of such series in definitive registered form without coupons, in any authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities held by such 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 a particular series 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 and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing Securities of such 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 Depository for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of such series in definitive registered form on such terms as are acceptable to the Issuer and such Depository. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery:

Registration, Transfer and Exchange. (a) The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it the Issuer may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, 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, except as set forth below) may be exchanged for Unregistered a Registered Security or Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Registered 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 agency of the Company provided Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter 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 issued in exchange series may be exchanged for Registered Securities of such Series between series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the regular record date agency of the Issuer that shall be maintained for such Registered Security 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 next interest payment date will be issued without Issuer shall so require, of the Coupon relating to such interest payment 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 surrendered 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 exchange for 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 between of any series may not be exchanged for Unregistered Securities of such dates shall 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 surrendered without exchanged for Unregistered Securities would result in no United States federal income tax effect adverse to the Coupon relating Issuer or to such interest payment dateany Holder. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding 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 foregoingTrustee, an Unregistered Security will not be delivered in exchange for a Registered Security or Securities unless and the Trustee receives shall deliver a certificate signed by of disposition thereof to 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 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 falseIssuer. Upon presentation All Registered Securities presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of any Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form 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 Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 Company 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 series, of like tenor in authorized denominations for a like an equal aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, 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, except as set forth below) may be exchanged for Unregistered a Registered Security or Registered Securities of such Series. Securities so issued in exchange for series having other Securities shall be of any authorized denomination and denominations, of like tenor and an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Registered 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 agency of the Company provided Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter 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 issued in exchange series may be exchanged for Registered Securities of such Series between series having authorized denominations, of like tenor and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the regular record date agency of the Issuer that shall be maintained for such Registered Security 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 next interest payment date will be issued without Issuer shall so require, of the Coupon relating to such interest payment 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 surrendered may be exchanged for 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 exchange for 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 between of any series may not be exchanged for Unregistered Securities of such dates shall be surrendered without the Coupon relating to such interest payment dateseries. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such any exchange or transfer or exchangeprovided 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. Every Security All Registered Securities presented or surrendered for registration of transfer transfer, exchange, redemption, repurchase or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day first mailing or publication of mailing of a notice of redemption of Securities of such series to be redeemed, (b) any Securities selected, called or being called for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed., or (c) any 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 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 election pursuant to Section 2.3 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form 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 the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons, in any 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 Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Registered Securities as in this Article Two provided. 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 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 Company 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 series in authorized denominations for a like aggregate principal amount. At Subject to Section 2.14, at the option of the Holder thereof, Unregistered Securities of a Seriesseries, 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 2.52.3, be exchanged for Registered Coupon Securities or Fully Registered Securities of such Seriesseries, as may be issued by the terms thereof. At the option of the Holder thereof, Registered Securities of a Seriesseries, 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 2.52.3, be exchanged for Unregistered Securities of such Seriesseries. 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 intereststated 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 the Company Issuer provided for in Section 3.2 2.3 and upon payment, if the Company Issuer shall require, of charges provided therein. Unregistered Securities of any Series series issued in exchange for Registered Securities of such Series 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 Company 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 Company 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 Company Issuer that the Company Issuer has, actual knowledge that such certificate is false. Upon presentation for registration of any Unregistered Securities of any Series series which by its terms is registerable as to principal, at the office or agency of the Company 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 Company 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 CompanyIssuer, 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 Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Trustee Security registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company Issuer shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption the selection of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected 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 Security Securities shall have endorsed thereon, if applicable to be redeemed in partSecurities of such series, a Guarantee or Guarantees executed by the Guarantors. None of the Issuer, the portion thereof not redeemedTrustee or any Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Registration, Transfer and Exchange. (a) The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it the Issuer may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, 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, except as set forth below) may be exchanged for Unregistered a Registered Security or Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Registered 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 agency of the Company provided Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter 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 issued in exchange series may be exchanged for Registered Securities of such Series between series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the regular record date agency of the Issuer that shall be maintained for such Registered Security 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 next interest payment date will be issued without Issuer shall so require, of the Coupon relating to such interest payment 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 surrendered 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 exchange for 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 between of any series may not be exchanged for Unregistered Securities of such dates shall 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 surrendered without exchanged for Unregistered Securities would result in no United States Federal income tax effect adverse to the Coupon relating Issuer or to such interest payment dateany Holder. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoingAll Securities and Coupons, an Unregistered Security will not be delivered if any, surrendered upon any exchange or transfer provided for 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 this Indenture shall be required by regulations promptly cancelled and disposed of the United States Department of the Treasury, 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 falseaccordance with its regular procedures. Upon presentation All Registered Securities presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer The Issuer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of any Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form 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 Company 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 not be entitled to receive physical delivery of Definitive Securities except as described in the office or agency of Indenture and will not be considered the Trustee to be maintained Holders thereof for any purpose under the purpose Indenture. If this Security is a Definitive Security, as provided in Section 3.2 a register or registers in which, the Indenture and subject to such reasonable regulations as it may prescribecertain limitations therein set forth, it will register, and will register the transfer of, Registered Securities as in of this Article Two provided. Such register shall be in written form 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 by the Trustee. Upon due presentation this Security 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 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 in authorized denominations for a like aggregate principal amount. 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 of such Series, as may be issued by the terms 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 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 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 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 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 any Unregistered Securities of any Series which by its terms is registerable as to principal, at the office or agency of the Company to in The City of New York which initially will be maintained as provided in Section 3.2Xxxxx Fargo Corporate Trust, 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 thereon00 Xxxxxxxx, but such Security may be discharged from registration by being in a like manner transferred to bearer00xx Xxxxx, whereupon transferability by delivery shall be restored. Except as otherwise provided pursuant to Section 2.5 hereofXxx Xxxx, Unregistered Xxx Xxxx 00000, Attn: Worldwide 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 deliveryServices, 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 endorsedendorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executedexecuted by, by the Holder thereof hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of 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 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 Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange of Securitiesexchange, 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 transfer or exchange therewith. Prior to due presentment of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any this Security for registration of transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemedCompany, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, regardless of whether this Security be overdue, and none of the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

Registration, Transfer and Exchange. (a) The Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee a register (the registers maintained in such office and in any other office or agency of the Trustee Company in a Place of Payment being herein sometimes collectively referred to be maintained for as the purpose as provided in Section 3.2 a register or registers "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will register, the Company shall provide for the registration of Registered Securities and will register of transfers and exchanges of Registered Securities. The Trustee is hereby appointed "Security Registrar" for the transfer of, purpose of registering Registered Securities and registering transfers and exchanges of Registered Securities as in this Article Two herein provided. Such register shall be in written form in ; provided, however, that -------- ------- the English language Company may appoint co-Security Registrars or in the terms of 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 by the TrusteeDebt Securities may provide otherwise. Upon due presentation surrender for registration of transfer of any Registered Security of any Series series at any such the office or agency to be of the Company maintained for the purpose as provided in Section 3.2such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated transferee, one or transferees a more new Registered Security or Registered Securities of the same Series in authorized denominations for a series of like aggregate principal amount. At the option amount of the Holder thereof, Unregistered Securities of a Series, which by their terms such denominations as are registerable as to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.5, be exchanged authorized for Registered Securities of such Seriesseries 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, as may be issued by the terms thereof. At at the option of the Holder thereofHolder, 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, any series may be exchanged for Unregistered other Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any authorized denomination and the same series of like aggregate principal amount and maturity dateof a like Stated Maturity and with like terms and conditions, interest rate or method of determining interest, and shall be issued upon surrender of the Registered 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 such 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 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 dateor agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliverdeliver in accordance with Section 3.03, the Registered 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. The Company will keep at the office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Registered Securities as in this Article Two provided. 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 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 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 in authorized denominations for a like aggregate principal amount. 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 2.52.3, be exchanged for Registered Securities of such Series, as may be issued by the terms 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 2.52.3, 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 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 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 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 2.3 hereof, 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 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, 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, except as set forth below) may be exchanged for Unregistered a Registered Security or Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Registered 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 agency of the Company provided Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter 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 issued in exchange series may be exchanged for Registered Securities of such Series between series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the regular record date agency of the Issuer that shall be maintained for such Registered Security 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 next interest payment date will be issued without Issuer shall so require, of the Coupon relating to such interest payment 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 surrendered 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 exchange for 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 between of any series may not be exchanged for Unregistered Securities of such dates shall 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 surrendered without exchanged for Unregistered Securities would result in no adverse Federal income tax effect to the Coupon relating Issuer or to such interest payment dateany Holder. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such any exchange or transfer or exchangeprovided 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. Every Security All Registered Securities presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any 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 Company Issuer will keep cause to be kept at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof each series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Company 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 such series, Stated Maturity, interest 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, Unregistered Securities any Security may be exchanged for a Security of a Seriesthe same series, which by their terms are registerable 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 to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.52.3, 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 such Series, as may be issued by the terms thereof. At same series; (ii) if the option of the Holder thereof, Registered Securities of a Seriesany series are issued in both registered and unregistered form, which by their terms provide for the issuance of Unregistered Securities, may, to the extent and under the circumstances except as otherwise specified pursuant to Section 2.52.3, 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 such Series. Securities so any series are issued in exchange more than one authorized denomination, except as otherwise specified pursuant to Section 2.3, any such Unregistered Security or Securities may be exchanged for other an Unregistered Security or Securities shall be of the same series; provided that in connection with the surrender of any authorized denomination and of like principal amount and maturity dateUnregistered Securities that have Coupons attached, 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 all matured Coupons in default appertaining theretomust 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, at such exchange may be effected if the office 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 Company 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 for in Section 3.2 3.2, interest represented by Coupons shall be payable only upon the presentation and upon paymentsurrender of those Coupons at an office or agency located outside the United States. Notwithstanding the foregoing, if the Company shall require, of charges provided therein. in case an Unregistered Securities Security of any Series issued series is surrendered at any such office or agency in exchange for a Registered Securities Security of the same series of like tenor after the close of business at such Series between officer agency on (i) any Regular Record Date and before the regular opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any subsequent record date for such Registered Security and the next before the opening of business at such office or agency on such subsequent date for the payment of interest payment date will be issued without the Coupon relating to in default, such interest payment date, and Unregistered Securities surrendered in exchange for Registered Securities between such dates Security shall be surrendered without the Coupon relating to such interest payment date. Whenever any Securities are so surrendered Interest Payment Date or subsequent date for exchangepayment, as the Company shall executecase may be, and interest or interest in default, as the Trustee shall authenticate and delivercase may be, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered 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 a Registered Security or Securities unless such Unregistered Security, but will be payable only to the Trustee receives a certificate signed by the person entitled to delivery Holder of such Security or other items or documents fulfilling such conditions as shall be required by regulations Coupon when due in accordance with the provisions of the United States Department of the Treasury, 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 deliverythis Indenture. All Securities and Coupons issued surrendered upon any exchange or transfer or exchange of Securities provided for in this Indenture shall be promptly cancelled and disposed of by the valid obligations Trustee and the Trustee will deliver a certificate of the Company, evidencing the same debt, and entitled disposition thereof to the same benefits under this Indenture, as the Issuer. All Registered Securities and Coupons surrendered upon such transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption, repurchase or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee Trustee, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge Each Registered Global Security authenticated under this Indenture shall be made registered in the name of the Depositary designated for any registration such Registered Global Security or a nominee thereof, and each such Registered Global Security shall constitute a single security for all purposes of transfer or exchange of Securities, but the Company this 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed, (b) any Securities selected, called or (ii) to register the transfer of or exchange any Security so selected being called for redemption in whole or in part, except, except in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed., (c) any 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 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 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 is no longer eligible because it ceased to be a clearing agency registered under the 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 will execute, and the Trustee, upon receipt of an Officers' Certificate of the Issuer for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons, 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 the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons, 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 Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Trustee 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 or registers (the "Register") in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Company shall provide for the registration of Registered Securities as in this Article Two providedand the registration of transfers of Registered Securities. 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 by the Trusteepurpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any Series 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 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 in series, of any authorized denominations for and of a like aggregate principal amount. At Unless otherwise provided with respect to any Securities pursuant to Section 3.1, Bearer Securities (except for any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall be transferable by delivery. Unless otherwise provided as contemplated by Section 3.1, at the option of the Holder 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 of such Series, as may be issued by the terms thereof. At the option of the Holder thereofHolder, Registered Securities of any series (except 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, Registered Security in global form) may be exchanged for Unregistered other Registered Securities of such Series. Securities so issued in exchange for other Securities shall be the same series, of any authorized denomination denominations and of a like aggregate principal amount containing identical terms and maturity dateprovisions, interest rate or method of determining interest, and shall be issued upon surrender of the Registered 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 such 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 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 dateor 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 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, an Unregistered in case any Bearer Security will not be delivered of any series is surrendered at any such office or agency 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 same series after the close of the Treasury, 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 any Unregistered Securities of any Series which by its terms is registerable 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 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 similar notation thereonpayment 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 Security may be discharged from registration by being coupon, when due in accordance with the provisions of this Indenture. Unless otherwise specified pursuant to Section 3.1 with respect to a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except series of Securities or as otherwise provided below in this Section 3.5, owners of beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled to have Securities of such series registered in their names, will not receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be considered the Holders or owners thereof for any purposes hereunder. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred 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 the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series notifies the Company that it shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.5 hereof3.1(b) (25) shall no longer be effective with respect to the Securities of such series and the Company shall execute, Unregistered and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall continue authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to be subject to successive registrations and discharges from registration at the option principal amount of the Holders thereofSecurity or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. Unregistered The Company may at any time in its sole discretion determine that Securities of a series issued in global form shall no longer be transferable represented by deliverysuch a Security or Securities in global form. In such event the Company shall execute, except while registered as to principal. Registration and the Trustee, upon receipt of any Coupon Security shall not effect a Company Order for the transferability by authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the 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 principal amount of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security or Securities and Coupons surrendered upon of such transfer series of like tenor in global form in exchange for such Security or exchangeSecurities in global form. Every Security presented or surrendered for registration of transfer or exchange shall (if so required If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or the Trustee) be duly endorsed, or be accompanied by a written instrument in part for Securities of transfer such series in certificated form satisfactory on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee duly executedshall authenticate and deliver, by the Holder thereof or his attorney duly authorized in writing. No without 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.charge,

Registration, Transfer and Exchange. The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, which by their terms provide 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 issuance agency of Unregistered Securitiesthe Issuer that shall be maintained for such purpose in accordance with Section 3.02 and upon payment, mayif the Issuer shall so require, to of the extent charges hereinafter provided. If the Securities of any series are issued in both registered and under the circumstances unregistered form, except as otherwise specified pursuant to Section 2.52.03, 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. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Unregistered Securities for which they are to be exchanged andat 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 Coupon SecuritiesUnregistered Securities that have Coupons attached, together with all unmatured Coupons and all matured Coupons in default appertaining theretothereto appertaining, at the office of the Company provided for in Section 3.2 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter provided. Unless otherwise specified pursuant to Section 2.03, Registered Securities of any series may not be exchanged for 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 dateseries. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such any exchange or transfer or exchangeprovided 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. Every Security All Registered Securities presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.. Notwithstanding any other provision of this Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 2.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. (a) The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it the Issuer may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, 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, except as set forth below) may be exchanged for Unregistered a Registered Security or Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Registered 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 agency of the Company provided Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter 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 issued in exchange series may be exchanged for Registered Securities of such Series between series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the regular record date agency of the Issuer that shall be maintained for such Registered Security 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 next interest payment date will be issued without Issuer shall so require, of the Coupon relating to such interest payment 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 surrendered 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 exchange for 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 between of any series may not be exchanged for Unregistered Securities of such dates shall 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 surrendered without exchanged for Unregistered Securities would result in no United States Federal income tax effect adverse to the Coupon relating Issuer or to such interest payment dateany Holder. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoingAll Securities and Coupons, an Unregistered Security will not be delivered if any, surrendered upon any exchange or transfer provided for 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 this Indenture shall be required by regulations promptly cancelled and disposed of the United States Department of the Treasury, 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 in accordance with its regular procedures, and the Trustee or such agent shall have, or shall have been notified in writing by deliver a certificate of disposition thereof to the Company that the Company has, actual knowledge that such certificate is falseIssuer. Upon presentation All Registered Securities presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer The Issuer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of any Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form 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 Company Issuer will keep or cause to be kept at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 a register or registers (a “Security Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Registered Securities as in this Article Two provided. 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 by the Trusteetimes. 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 Company 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 series in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Any Security or 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, any series may be exchanged for Registered a Security or Securities of such Seriesthe same series in other authorized denominations, as may be issued by the terms thereofin an equal aggregate principal amount. 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 series 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 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 at any office or agency to be maintained by the Coupon relating to such interest payment date. Whenever any Securities are so surrendered Issuer for exchangethe purpose as provided in Section 3.2, and the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in exchange therefor the Security or Securities of the same series which the Holder Securityholder making the exchange is shall be entitled to receive, bearing numbers not contemporaneously outstanding. Notwithstanding the foregoing, an Unregistered Security will not be delivered in exchange for a Registered Security or All 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 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 presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee Security Registrar duly executedexecuted by, 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 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 or exchange of Securities. No service charge shall be made for any such transaction. Notwithstanding any other provision of this Section 2.8, other than exchanges unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for any Global Securities of any series 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 applicable 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 will execute, and the Trustee, upon receipt of the Issuer’s order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Global Securities, in exchange for such Global Securities. The Issuer may at any time and in its sole discretion determine that any Global Securities of any series shall no longer be maintained in global form. In such event the Issuer will execute, and the Trustee, upon receipt of the Issuer’s order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver, Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Global Securities, in exchange for such Global Securities. Any time the Securities of any series are not in the form of Global Securities pursuant to Sections 2.11the preceding two paragraphs, 8.5 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 established by the Issuer pursuant to Section 2.3 with respect to any Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or 12.3 not involving in part for Securities of the same series and tenor in definitive 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 transferauthorized 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 Company 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 (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption 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. 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 Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Bearer Securities of a Series, which (except for any temporary global Bearer Securities) and Coupons (except for Coupons attached to any temporary global Bearer Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, 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, except as set forth below) may be exchanged for Unregistered a Registered Security or Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Registered 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 agency of the Company provided Issuer that shall be maintained for such purpose in accordance with Section 3.2 3.02 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter provided. Unregistered If the Securities of any Series series are issued in exchange 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 between series having authorized denominations and an equal aggregate principal amount, upon surrender of such Bearer Securities to be exchanged at the regular record date agency of the Issuer that shall be maintained for such Registered Security 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 next interest payment date will be issued without Issuer shall so require, of the Coupon relating to such interest payment charges hereinafter provided. At the option of the Holder thereof, if Bearer Securities of any series, maturity date, interest rate and Unregistered original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.03, such Bearer Securities surrendered 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 exchange for 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 between of any series may not be exchanged for Bearer Securities of such dates shall be surrendered without the Coupon relating to such interest payment dateseries. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such any exchange or transfer or exchangeprovided 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. Every Security All Registered Securities presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.so to be redeemed or (c) any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase such Securities, in whole or in part, except, in the case of any Security to be repurchased in part, the portion thereof not so to be repurchased. Notwithstanding any other provision of this Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 2.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Securities are issuable only in registered form. The Company will keep at the each office or agency (the “Registrar”) for each series of the Trustee to be maintained for the purpose as provided in Section 3.2 Securities a register or registers (the “Security Register(s)”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Registered Securities as provided in this Article Two providedArticle. Such register Security Register or Security Registers shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register Security Register or registers Security Registers shall be open for inspection by the Trustee. The initial Registrar shall be the Trustee. Upon due presentation for registration of transfer of any Registered Security of any Series series at any each such office or agency to be maintained for the purpose as provided in Section 3.2agency, the Company shall execute and and, upon receipt of a Company Order, the Trustee shall authenticate and deliver make available for delivery in the name of the designated transferee or transferees a new Registered Security or Registered Securities of the same Series series, in each case, of any authorized denominations for and of a like aggregate principal amount. At the option of the Holder thereofHolder, Unregistered Securities of any series (except 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, Security in global form) may be exchanged for Registered other Securities of such Seriesthe same series, as may be issued by the terms 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 denominations and of a like aggregate principal amount and maturity dateStated Maturity, 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 such 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 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 dateor agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and and, upon receipt of a Company Order, the Trustee shall authenticate and delivermake available for delivery, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding A Holder may transfer a Security only by written application to the foregoingRegistrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, an Unregistered Security will not be delivered in exchange for and such transferee shall succeed to the rights of a Registered Security or Securities unless Holder only upon, final acceptance and registration of the Trustee receives a certificate signed transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, each Subsidiary Guarantor, the Trustee, and any agent of the Company or each Subsidiary Guarantor shall treat the person entitled 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 delivery 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 other items or documents fulfilling such conditions as its nominee) and that ownership of a beneficial interest in the Security shall be required by regulations 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 United States Department 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 TreasuryCompany shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.11, 7.05 or 9.06). No service charge to any Holder shall be notified by the made for any such transaction. 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 to exchange 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 register a transfer of (a) any Unregistered Securities of any Series which by its terms is registerable as to principal, at series for a period of 15 days next preceding the office or agency first mailing of the Company notice of redemption of Securities of that series to be maintained as provided redeemed, or (b) any Securities of any series selected, called or being called for redemption except, in Section 3.2, the case of any Security of any series where public notice has been given that 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. Except as otherwise provided pursuant to Section 2.5 hereof, Unregistered Securities shall continue is to be subject to successive registrations and discharges from registration at redeemed in part, 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 portion thereof not effect the transferability by delivery of the Coupons appertaining thereto which shall continue so to be payable to bearer and transferable by deliveryredeemed. 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 The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security presented (including any transfers between or surrendered for registration among Agent Members or beneficial owners of transfer interests in any Global Security) other than to require delivery of such certificates and other documentation or exchange shall (evidence as are expressly required by, and to do so if so and when expressly required by the Company or terms of, this Indenture, and to examine the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in same to determine substantial compliance as to form satisfactory to with 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemedexpress requirements hereof.

Registration, Transfer and Exchange. The Company will keep at (1) With respect to the office or agency Registered Securities of each series, if any, the Trustee Operating Partnership shall cause to be maintained for the purpose as provided in Section 3.2 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 register, and will register the transfer of, Operating Partnership shall provide for the registration of the Registered Securities as in this Article Two providedof such series and of transfers of the Registered Securities of such series. Such register Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in written form or 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 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 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 Company 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 Series series denominated as authorized in or pursuant to this Indenture, of 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, 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 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. At 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 thereofHolder, Unregistered Bearer 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, such series may be exchanged for Registered Securities of such Seriesseries containing identical terms, denominated as may be issued by the terms 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 authorized in or pursuant to Section 2.5this Indenture and in the same aggregate principal amount, 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 Bearer Securities for which they are to be exchanged andat any Office or Agency for such series, in the case of Coupon Securities, together with all unmatured Coupons and all matured Coupons in default appertaining theretothereto 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, at such exchange may be effected if the office 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 Company 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 for in Section 3.2 1002, interest represented by Coupons shall be payable only upon presentation and upon paymentsurrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, if the Company shall require, of charges provided therein. Unregistered Securities in case a Bearer Security of any Series issued series is surrendered at any such Office or Agency for such series in exchange for a Registered Securities Security of such Series between series and like tenor after the regular record 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 Registered Bearer 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 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 payment dateor 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 so surrendered for exchangeexchange as contemplated by the immediately preceding two paragraphs, Holdings, as the Company sole general partner of the Operating Partnership, shall execute, and 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 Unregistered 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 will 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 delivered 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 a Registered Security or Securities unless the Trustee receives a certificate signed by the person entitled to delivery 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 other items pursuant to this Indenture) shall be in the form of Bearer Securities or documents fulfilling Registered Securities, or any combination thereof, and which shall be in such conditions denominations and, in the case of Registered Securities, registered in such names, as shall be required by regulations of the United States Department of the Treasury, or shall be notified specified by the Company that such a certificate shall not be required by such regulationsDepository, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such Unregistered 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 if 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 agent shall haveSecurity 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 have been notified not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in writing by respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the Company that case may be, only to the Company has, actual knowledge that Person to whom interest in respect of such certificate is false. Upon presentation for registration portion of any Unregistered Securities of any Series which by its terms is registerable as to principal, at the office or agency of the Company to be maintained as provided in Section 3.2, such global Security shall be registered as to principal payable in accordance with the name provisions 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 deliverythis Indenture. All Securities and Coupons issued upon any registration of transfer or exchange of Securities shall be the valid and legally binding obligations of the Company, Operating Partnership evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture and the Limited Guarantee as the Securities and Coupons surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Operating Partnership or the TrusteeSecurity Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Operating Partnership and the Trustee Security Registrar for such Security duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, or any redemption, repurchase or repayment of Securities, or any conversion or exchange of Securities for other types of securities or property, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11Section 304, 8.5 905 or 12.3 0000, xxxx xxxxxxxxxx or repayment in part of any Registered Security pursuant to Article Thirteen, or upon surrender in part of any Registered Security for conversion or exchange into Common Equity or other securities or property pursuant to its terms, in each case not involving any transfer. The Company Except as otherwise provided in or pursuant to this Indenture, the Operating Partnership shall not be required (i) to issue, register the transfer of or exchange any Security Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of the selection for redemption of Securities for redemption of like tenor and terms and of the same series under Article Twelve Section 1103 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Security Registered Security, or portion thereof, so selected for redemption in whole or in partredemption, except, except in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and terms and of the same series, provided that such Registered Security shall 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 pursuant to Article Thirteen and not withdrawn, except the portion, if any, of such Security not to be so repurchased or repaid.

Registration, Transfer and Exchange. The With respect to the Registered Securities of each series, if any, the Company will keep shall cause to be kept at the an office or agency of the Trustee Company maintained pursuant to be maintained for the purpose as provided in Section 3.2 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 register, and will register the transfer of, Company shall provide for the registration of the Registered Securities as in this Article Two providedof each series and of transfers of the Registered Securities of each series. Such register 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 by the Trusteetimes. Upon due presentation surrender for registration of transfer of any Registered Security of any Series series at any office or agency of the Company maintained for that series pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 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 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 to be maintained in exchange for the purpose as provided in Section 3.2, 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 in authorized denominations for a series and like aggregate principal amount. At tenor after the option close of business at such office or agency on (i) any Regular Record Date and before the Holder thereofopening of business at such office or agency on the relevant Interest Payment Date, Unregistered Securities or (ii) any Special Record Date and before the opening of a Series, which by their terms are registerable as to principal and interest, may, to business at such office or agency on the extent and under the circumstances specified pursuant to Section 2.5, be exchanged for Registered Securities of such Series, as may be issued by the terms 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 issued in exchange for Registered Securities of such Series between the regular record related date for payment of Defaulted Interest, such Registered Bearer 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 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 payment dateor 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 Unregistered Event of Default has occurred and is continuing with respect to the Securities and the Security will 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 delivered 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 Registered 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 or Securities to be exchanged which (unless the Trustee receives a certificate signed 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 person entitled to delivery form of such Security Bearer Securities or other items Registered Securities, or documents fulfilling such conditions any combination thereof, as shall be required by regulations of the United States Department of the Treasury, or shall be notified specified by the Company that such a certificate shall not be required by such regulationsbeneficial owner thereof; provided, however, that no such Unregistered 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 if to such depository or the Trustee U.S. Depository, as the case may be, or such agent shall have, other depository or shall have been notified U.S. Depository referred to above in writing by accordance with the instructions of the Company that referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the Company has, actual knowledge that such certificate is false. Upon presentation for registration close of any Unregistered Securities of any Series which by its terms is registerable as to principal, business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening 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 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 similar notation thereonpayment 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 such Security may be discharged from registration by being in a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except as otherwise provided pursuant to Section 2.5 hereof, 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 will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to bearer and transferable by deliverythe 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 and Coupons 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 and Coupons surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Company or the TrusteeSecurity Registrar for such series of Security presented) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee such Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11Section 304, 8.5 906 or 12.3 1206 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Article Twelve Section 1203 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture.

Registration, Transfer and Exchange. The Securities are issuable only in registered form. The Company will keep at the each office or agency (the “Registrar”) for each series of the Trustee to be maintained for the purpose as provided in Section 3.2 Securities a register or registers (the “Security Register(s)”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Registered of Securities as provided in this Article Two providedArticle. Such register Security Register or Security Registers shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register Security Register or registers Security Registers shall be open for inspection by the Trustee. The initial Registrar shall be the Trustee. Upon due presentation for registration of transfer of any Registered Security of any Series series at any each such office or agency to be maintained for the purpose as provided in Section 3.2agency, the Company shall execute a new Security or Securities of the same series, in each case, of any authorized denominations and of a like aggregate Principal Amount in the name of the designated transferee or transferees, the applicable Guarantors, if any, shall execute the Guarantees endorsed thereon and, upon receipt of a Company Order, 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 in authorized denominations make available for a like aggregate principal amountdelivery such Securities. At the option of the Holder thereofHolder, Unregistered Securities of any series (except 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, Security in global form) may be exchanged for Registered other Securities of such Seriesthe same series, as may be issued by the terms 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 denominations and of a like principal amount aggregate Principal Amount and maturity dateStated Maturity, 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 such 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 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 dateor agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, execute the Securities which the Holder making the exchange is entitled to receive. Notwithstanding , the foregoingapplicable Guarantors, an Unregistered Security will not be delivered in exchange for if any, shall execute the Guarantees endorsed thereon and, upon receipt of a Registered Security or Securities unless Company Order, the Trustee receives shall authenticate and make available for delivery such Securities. A Holder may transfer a certificate signed Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to the registration of any transfer by a Holder as provided herein, the Company, the Guarantors, if any, and the Trustee or any of their respective agents shall treat the person entitled 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 delivery 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 other items or documents fulfilling such conditions as its nominee) and that ownership of a beneficial interest in the Security shall be required by regulations 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 United States Department 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 TreasuryCompany 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 Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.11, 9.05 or 11.03). No service charge to any Holder shall be notified by the made for any such transaction. 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 to exchange 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 register a transfer of (a) any Unregistered Securities of any Series which by its terms is registerable as to principal, at series for a period of 15 days next preceding the office or agency first mailing of the Company notice of redemption of Securities of that series to be maintained as provided redeemed, or (b) any Securities of any series selected, called or being called for redemption except, in Section 3.2, the case of any Security of any series where public notice has been given that 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. Except as otherwise provided pursuant to Section 2.5 hereof, Unregistered Securities shall continue is to be subject to successive registrations and discharges from registration at redeemed in part, 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 portion thereof not effect the transferability by delivery of the Coupons appertaining thereto which shall continue so to be payable to bearer and transferable by deliveryredeemed. 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, provide for the registration of Securities of such series and will register the registration of transfer of, Registered of Securities as in this Article Two providedof such series. 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 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of any series (except 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, Global Security) may be exchanged for Registered a Security or Securities of such Seriesseries having authorized denominations and an equal aggregate principal amount, as may be issued by the terms 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 such 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 agency of the Company provided Issuer that shall be maintained for such purpose in accordance with Section 3.2 3.02 and upon payment, if the Company Issuer shall so require, of the 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 datehereinafter provided. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered All Securities surrendered upon any exchange or transfer provided for 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 this Indenture shall be required by regulations promptly cancelled and disposed of the United States Department of the Treasury, 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 in accordance with its standard procedures and upon request the Trustee or such agent shall have, or shall have been notified in writing by will deliver a certificate of disposition thereof to the Company that the Company has, actual knowledge that such certificate is falseIssuer. Upon presentation All Securities presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executedexecuted by, by the Holder thereof or his or her attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.. Notwithstanding any other provision of this Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of a series shall no longer be eligible under Section 2.04, the Issuer shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that the Securities of such series be represented by a Global Security shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing the Securities of such 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 the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series, in exchange for such Global Security or Securities. The Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Company Issuer will keep cause to be kept at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof each series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Company 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 such series, Stated Maturity, interest 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, Unregistered Securities any Security may be exchanged for a Security of a Seriesthe same series, which by their terms are registerable 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 to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.52.3, 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 such Series, as may be issued by the terms thereof. At same series; (ii) if the option of the Holder thereof, Registered Securities of a Seriesany series are issued in both registered and unregistered form, which by their terms provide for the issuance of Unregistered Securities, may, to the extent and under the circumstances except as otherwise specified pursuant to Section 2.52.3, 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 such Series. Securities so any series are issued in exchange more than one authorized denomination, except as otherwise specified pursuant to Section 2.3, any such Unregistered Security or Securities may be exchanged for other an Unregistered Security or Securities shall be of the same series; provided that in connection with the surrender of any authorized denomination and of like principal amount and maturity dateUnregistered Securities that have Coupons attached, 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 all matured Coupons in default appertaining theretomust 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, at such exchange may be effected if the office 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 Company 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 for in Section 3.2 3.2, interest represented by Coupons shall be payable only upon the presentation and upon paymentsurrender of those Coupons at an office or agency located outside the United States. Notwithstanding the foregoing, if the Company shall require, of charges provided therein. in case an Unregistered Securities Security of any Series issued series is surrendered at any such office or agency in exchange for a Registered Securities Security of the same series of like tenor after the close of business at such Series between officer agency on (i) any Regular Record Date and before the regular opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any subsequent record date for such Registered Security and the next before the opening of business at such office or agency on such subsequent date for the payment of interest payment date will be issued without the Coupon relating to in default, such interest payment date, and Unregistered Securities surrendered in exchange for Registered Securities between such dates Security shall be surrendered without the Coupon relating to such interest payment date. Whenever any Securities are so surrendered Interest Payment Date or subsequent date for exchangepayment, as the Company shall executecase may be, and interest or in interest in default, as the Trustee shall authenticate and delivercase may be, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered 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 a Registered Security or Securities unless such Unregistered Security, but will be payable only to the Trustee receives a certificate signed by the person entitled to delivery Holder of such Security or other items or documents fulfilling such conditions as shall be required by regulations Coupon when due in accordance with the provisions of the United States Department of the Treasury, 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 deliverythis Indenture. All Securities and Coupons issued surrendered upon any exchange or transfer or exchange of Securities provided for in this Indenture shall be promptly canceled and disposed of by the valid obligations Trustee and the Trustee will deliver a certificate of the Company, evidencing the same debt, and entitled disposition thereof to the same benefits under this Indenture, as the Issuer. All Registered Securities and Coupons surrendered upon such transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption, repurchase or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee Trustee, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge Each Registered Global Security authenticated under this Indenture shall be made registered in the name of the Depositary designated for any registration such Registered Global Security or a nominee thereof, and each such Registered Global Security shall constitute a single security for all purposes of transfer or exchange of Securities, but the Company this 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed, (b) any Securities selected, called or (ii) to register the transfer of or exchange any Security so selected being called for redemption in whole or in part, except, except in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed., (c) to register the transfer of or exchange any 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 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 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 is no longer eligible because it ceased to be a clearing agency registered under the 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 will execute, and the Trustee, upon receipt of an Officers' Certificate of the Issuer for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons, 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 the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons, 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 Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Trustee to be maintained for by the purpose as provided Company in accordance with Section 3.2 9.2 in a Place of Payment a register or registers (the "Register") in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Company shall provide for the registration of Registered Securities as in this Article Two providedand the registration of transfers of Registered Securities. 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 by the Trusteepurpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any Series 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 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 in series, of any authorized denominations for and of a like aggregate principal amountamount and tenor and containing identical terms and provisions. 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 of such Series, as may be issued by the terms thereof. At the option of the Holder thereofHolder, Registered Securities of any series (except 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, Registered Security in global form) may be exchanged for Unregistered other Registered Securities of such Series. Securities so issued in exchange for other Securities shall be the same series, of any authorized denomination and denominations, of a like aggregate principal amount and maturity datetenor and containing identical terms and provisions, interest rate or method of determining interest, and shall be issued upon surrender of the Registered 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 such 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 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 dateor agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may not be issued in exchange for Registered Securities. Unless otherwise specified as contemplated by Section 3.1, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations, of like aggregate principal amount and tenor and containing identical terms and conditions, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured interest coupons and all matured interest coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured interest coupon or coupons or matured interest coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing interest coupon or coupons, or the surrender of such missing interest coupon or interest coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing interest coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 9.2, interest represented by interest coupons shall be payable only upon presentation and surrender of those interest coupons at an office or agency located outside the United States. Notwithstanding the foregoing, an Unregistered in case any Bearer Security will not be delivered of any series is surrendered at any such office or agency 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 same series after the close of the Treasury, 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 any Unregistered Securities of any Series which by its terms is registerable 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 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 similar notation thereonpayment of Defaulted Interest, but such Bearer Security may be discharged from registration by being in a like manner transferred to bearer, whereupon transferability by delivery shall be restoredsurrendered 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. Except 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 otherwise provided a result of such exchange the Company would suffer adverse consequences under the United States Federal income tax laws and regulations then in effect and the Company has delivered to the Trustee a Company Order directing the Trustee not to make such exchanges thereafter, unless and until the Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of such Company Order to the Registrar. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company prior to the resignation of the Depositary and, in any event, within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's designation of the Depositary pursuant to Section 2.5 hereof3.1(b)(22) shall no longer be effective with respect to the Securities of such series and the Company shall execute, Unregistered and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall continue authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to be subject to successive registrations and discharges from registration at the option principal amount of the Holders thereofSecurity or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. Unregistered -33- 42 The Company may at any time in its sole discretion determine that Securities issued in global form shall no longer be transferable represented by deliverysuch a Security or Securities in global form. In such event the Company shall execute, except while registered as to principal. Registration and the Trustee, upon receipt of any Coupon Security shall not effect a Company Order for the transferability by authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the 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 principal amount of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security or Securities and Coupons surrendered upon of such transfer series of like tenor in global form in exchange for such Security or exchangeSecurities in global form. Every Security presented or surrendered for registration of transfer or exchange shall (if so required If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or the Trustee) be duly endorsed, or be accompanied by a written instrument in part for Securities of transfer such series in certificated form satisfactory on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee duly executedshall authenticate and deliver, by the Holder thereof or his attorney duly authorized in writing. No without 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.charge,

Registration, Transfer and Exchange. The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, which by their terms provide 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 issuance agency of Unregistered Securitiesthe Issuer that shall be maintained for such purpose in accordance with Section 3.02 and upon payment, mayif the Issuer shall so require, to of the extent charges hereinafter provided. If the Securities of any series are issued in both registered and under the circumstances unregistered form, except as otherwise specified pursuant to Section 2.52.03, 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. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Unregistered Securities for which they are to be exchanged andat 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 Coupon SecuritiesUnregistered Securities that have Coupons attached, together with all unmatured Coupons and all matured Coupons in default appertaining theretothereto appertaining, at the office of the Company provided for in Section 3.2 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter provided. Unless otherwise specified pursuant to Section 2.03, Registered Securities of any series may not be exchanged for 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 dateseries. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such any exchange or transfer or exchangeprovided 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. Every Security All Registered Securities presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.so to be redeemed or (c) any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase such Securities, in whole or in part, except, in the case of any Security to be repurchased in part, the portion thereof not so to be repurchased. Notwithstanding any other provision of this Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 2.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer's election pursuant to Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any 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. 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 the Issuer will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Company will keep With respect to the Securities of each series, if any, the Issuer shall cause to be kept, at the an office or agency of the Trustee Issuer maintained pursuant to be maintained for the purpose as provided in Section 3.2 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 register, the Issuer shall provide for the registration of the Securities of each series and will register of transfers of the transfer of, Registered Securities of each series. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers and exchanges of Securities as in this Article Two herein provided. Such register shall be in written form in ; provided, that the English language 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 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 series at any office or agency of the Issuer maintained for that series pursuant to Section 10.2, the Issuer shall execute, and the Trustee, at the direction of the Issuer, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of an authorized denomination, of a like aggregate principal amount bearing a number not contemporaneously outstanding, containing identical terms and provisions and having endorsed thereon the Guarantees executed by the Guarantors. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, Securities of any series may be exchanged for other Securities of 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 to be of the Issuer maintained for the purpose as provided in Section 3.2, 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 in authorized denominations for a like aggregate principal amount. 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 that series pursuant to Section 2.5, be exchanged for Registered Securities of such Series, as may be issued by the terms 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 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 date10.2. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee Trustee, at the direction of the Issuer, shall authenticate and deliver, the Securities which that the Holder making the exchange is entitled to receivereceive and having endorsed thereon the Guarantees executed by the Guarantors. Notwithstanding If at any time the foregoingDepositary for the Securities of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.3, the Issuer, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 3.1(c) shall no longer be effective with respect to the Securities of such series and the Issuer will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form in an Unregistered aggregate principal amount and of like terms and tenor equal to the principal amount of the Security will not be delivered or Securities in global form representing such series in exchange for a Registered such Security or Securities unless the Trustee receives a certificate signed in global form. The Issuer may at any time and in its sole discretion determine that individual Securities of any series issued in global form shall no longer be represented by the person entitled to delivery of such Security or other items or documents fulfilling Securities in global form. In such conditions as shall be required by regulations event the Issuer will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual definitive Securities of such series and of the United States Department same terms and tenor and having endorsed thereon the Guarantees executed by the Guarantors, will authenticate and deliver individual Securities of such series in definitive form in authorized denominations and in an aggregate principal amount equal to the principal amount of the Treasury, Security or shall be notified Securities in global form representing such series in exchange for such Security or Securities in global form. If specified 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided Issuer pursuant to Section 2.5 hereof, Unregistered Securities shall continue 3.1 with respect 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 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 series of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption Depositary for such series of Securities may surrender a Security in global form for redemption under Article Twelve or (ii) to register the transfer such series of or Securities in exchange any Security so selected for redemption in whole or in part, except, part for individual Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the case of any Security to be redeemed in partIssuer, the portion thereof not redeemed.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 Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee a register (the registers maintained in such office and in any other office or agency of the Trustee Company in a Place of Payment being herein sometimes collectively referred to be maintained for as the purpose as provided in Section 3.2 a register or registers “Security Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, the Company shall provide for the registration of Registered Securities and will register of transfers and exchanges of Registered Securities. The Trustee is hereby appointed “Security Registrar” for the transfer of, purpose of registering Registered Securities and registering transfers and exchanges of Registered Securities as in this Article Two herein provided. Such register shall be in written form in ; 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 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 series at any such the office or agency to be of the Company maintained for the purpose as provided in Section 3.2such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated transferee, one or transferees a more new Registered Security or Registered Securities of the same Series in authorized denominations for a series of like aggregate principal amount. At the option amount of the Holder thereof, Unregistered Securities of a Series, which by their terms such denominations as are registerable as to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.5, be exchanged authorized for Registered Securities of such Seriesseries 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, as may be issued by the terms thereof. At at the option of the Holder thereofHolder, 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, any series may be exchanged for Unregistered other Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any authorized denomination and the same series of like aggregate principal amount and maturity dateof a like Stated Maturity and with like terms and conditions, interest rate or method of determining interest, and shall be issued upon surrender of the Registered 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 such 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 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 dateor 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. 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. The With respect to the Registered Securities of each Series, if any, the Company will keep at the office or agency of the Trustee shall cause to be maintained for the purpose as provided in Section 3.2 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 register, and will register the transfer of, Company shall provide for the registration of the Registered Securities as in this Article Two providedof such Series and of transfers of the Registered Securities of such Series. Such register Office or Agency shall be the “Security Registrar” for that Series of Securities. Unless otherwise specified in written form 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 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 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 denominated as authorized in authorized denominations for or pursuant to this Indenture, of a like aggregate principal amountamount bearing a number not contemporaneously outstanding and containing identical terms and provisions. At the option of the Holder thereofHolder, Unregistered certificated Securities of a Series(including Bearer Securities) and the right to receive the principal, which by their terms are registerable as to principal premium and interest, mayif 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 extent and under the circumstances specified pursuant to Section 2.5, be exchanged for Registered certificated Securities of such Series, as may be issued by the terms thereofCompany or the Trustee to a new Holder. At the option of the Holder thereofHolder, 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, any Series may be exchanged for Unregistered other Registered Securities of such Series. Securities so issued the same Series containing identical terms and provisions, in exchange for other Securities shall be of any authorized denomination denominations, and of a like aggregate principal amount and maturity dateamount, 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 issued in exchange for Registered Securities of such Series between the regular record date Office or Agency 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 dateSeries. 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 Unregistered 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 will 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 delivered 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 a Registered Security or Securities unless the Trustee receives a certificate signed by the person entitled to delivery 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 other items pursuant to this Indenture) shall be in the form of Bearer Securities or documents fulfilling such conditions Registered Securities, or any combination thereof, as shall be required by regulations of the United States Department of the Treasury, or shall be notified specified by the Company that such a certificate shall not be required by such regulationsbeneficial 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 such Unregistered 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 if to such Depository or the Trustee U.S. Depository, as the case may be, or such agent shall have, other Depository or shall have been notified U.S. Depository referred to above in writing by accordance with the Company that the Company 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 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 maintained payable on such Interest Payment Date or proposed date for payment, as provided the case may be, in Section 3.2respect 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 registered as to principal payable in accordance with the name provisions 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 deliverythis Indenture. All Securities and Coupons issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities and Coupons surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the TrusteeSecurity Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in a form satisfactory to the Company and the Trustee Security Registrar for such Security duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11Section 3.4, 8.5 3.6, 9.5 or 12.3 11.7 not involving any transfer. The Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange Securities of any Security Series during a period beginning at the opening of business 15 days before the day of mailing of the Company transmits a notice of redemption of Securities of the Series selected for redemption under Article Twelve and ending at the close of business on the day of the transmission, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same Series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Registration, Transfer and Exchange. (a) The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it the Issuer may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, 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, except as set forth below) may be exchanged for Unregistered a Registered Security or Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Registered 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 agency of the Company provided Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter 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 issued in exchange series may be exchanged for Registered Securities of such Series between series having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the regular record date agency of the Issuer that shall be maintained for such Registered Security 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 next interest payment date will be issued without Issuer shall so require, of the Coupon relating to such interest payment 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 surrendered 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 exchange for 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 between of any series may not be exchanged for Unregistered Securities of such dates shall 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 surrendered without exchanged for Unregistered Securities would result in no Federal income tax effect adverse to the Coupon relating Issuer or to such interest payment dateany Holder. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding 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 foregoingTrustee, an Unregistered Security will not be delivered in exchange for a Registered Security or Securities unless and the Trustee receives shall deliver a certificate signed by of disposition thereof to 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 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 falseIssuer. Upon presentation All Registered Securities presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.. Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of any Officer's Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form 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 Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Trustee 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 or registers (the “Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Company shall provide for the registration of Registered Securities as in this Article Two providedand the registration of transfers of Registered Securities. 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 by the Trusteepurpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon due presentation surrender for registration of transfer of any Registered Security of any Series 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 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 in series, of any authorized denominations for and of a like aggregate principal amount. At Unless otherwise provided with respect to any Securities pursuant to Section 3.1, Bearer Securities (except for any temporary global Bearer Securities) or any coupons appertaining thereto (except for coupons attached to any temporary global Bearer Security) shall be transferable by delivery. Unless otherwise provided as contemplated by Section 3.1, at the option of the Holder 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 of such Series, as may be issued by the terms thereof. At the option of the Holder thereofHolder, Registered Securities of any series (except 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, Registered Security in global form) may be exchanged for Unregistered other Registered Securities of such Series. Securities so issued in exchange for other Securities shall be the same series, of any authorized denomination denominations and of a like aggregate principal amount containing identical terms and maturity dateprovisions, interest rate or method of determining interest, and shall be issued upon surrender of the Registered 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 such 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 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 dateor 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 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, an Unregistered in case any Bearer Security will not be delivered of any series is surrendered at any such office or agency 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 same series after the close of the Treasury, 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 any Unregistered Securities of any Series which by its terms is registerable 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 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 similar notation thereonpayment 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 Security may be discharged from registration by being coupon, when due in accordance with the provisions of this Indenture. Unless otherwise specified pursuant to Section 3.1 with respect to a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except series of Securities or as otherwise provided below in this Section 3.5, owners of beneficial interests in Securities of such series represented by a Security issued in global form will not be entitled to have Securities of such series registered in their names, will not receive or be entitled to receive physical delivery of Securities of such series in certificated form and will not be considered the Holders or owners thereof for any purposes hereunder. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred 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 the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series notifies the Company that it shall no longer be eligible under Section 3.3, the Company shall appoint a successor Depositary with respect to the Securities of such series. Unless otherwise provided as contemplated by Section 3.1, if a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 2.5 hereof3.1(b)(27) shall no longer be effective with respect to the Securities of such series and the Company shall execute, Unregistered and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall continue authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to be subject to successive registrations and discharges from registration at the option principal amount of the Holders thereofSecurity or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. Unregistered The Company may at any time in its sole discretion determine that Securities of a series issued in global form shall no longer be transferable represented by deliverysuch a Security or Securities in global form. In such event the Company shall execute, except while registered as to principal. Registration and the Trustee, upon receipt of any Coupon Security shall not effect a Company Order for the transferability by authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the 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 principal amount of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security or Securities and Coupons surrendered upon of such transfer series of like tenor in global form in exchange for such Security or exchangeSecurities in global form. Every Security presented or surrendered for registration of transfer or exchange shall (if so required If specified by the Company pursuant to Section 3.1 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or the Trustee) be duly endorsed, or be accompanied by a written instrument in part for Securities of transfer such series in certificated form satisfactory on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee duly executedshall authenticate and deliver, by the Holder thereof or his attorney duly authorized in writing. No without 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.charge,

Registration, Transfer and Exchange. The Company Issuer will keep cause to be kept at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof each series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection 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 series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Company 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 such series, Stated Maturity, interest 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, Unregistered Securities any Security may be exchanged for a Security of a Seriesthe same series, which by their terms are registerable 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 to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.52.3, 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 such Series, as may be issued by the terms thereof. At same series; (ii) if the option of the Holder thereof, Registered Securities of a Seriesany series are issued in both registered and unregistered form, which by their terms provide for the issuance of Unregistered Securities, may, to the extent and under the circumstances except as otherwise specified pursuant to Section 2.52.3, 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 such Series. Securities so any series are issued in exchange more than one authorized denomination, except as otherwise specified pursuant to Section 2.3, any such Unregistered Security or Securities may be exchanged for other an Unregistered Security or Securities shall be of the same series; provided that in connection with the surrender of any authorized denomination and of like principal amount and maturity dateUnregistered Securities that have Coupons attached, 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 all matured Coupons in default appertaining theretomust 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, at such exchange may be effected if the office 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 Company 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 for in Section 3.2 3.2, interest represented by Coupons shall be payable only upon the presentation and upon paymentsurrender of those Coupons at an office or agency located outside the United States. Notwithstanding the foregoing, if the Company shall require, of charges provided therein. in case an Unregistered Securities Security of any Series issued series is surrendered at any such office or agency in exchange for a Registered Securities Security of the same series of like tenor after the close of business at such Series between officer agency on (i) any Regular Record Date and before the regular opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any subsequent record date for such Registered Security and the next before the opening of business at such office or agency on such subsequent date for the payment of interest payment date will be issued without the Coupon relating to in default, such interest payment date, and Unregistered Securities surrendered in exchange for Registered Securities between such dates Security shall be surrendered without the Coupon relating to such interest payment date. Whenever any Securities are so surrendered Interest Payment Date or subsequent date for exchangepayment, as the Company shall executecase may be, and interest or in interest in default, as the Trustee shall authenticate and delivercase may be, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered 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 a Registered Security or Securities unless such Unregistered Security, but will be payable only to the Trustee receives a certificate signed by the person entitled to delivery Holder of such Security or other items or documents fulfilling such conditions as shall be required by regulations Coupon when due in accordance with the provisions of the United States Department of the Treasury, 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 deliverythis Indenture. All Securities and Coupons issued surrendered upon any exchange or transfer or exchange of Securities provided for in this Indenture shall be promptly canceled and disposed of by the valid obligations Trustee and the Trustee will deliver a certificate of the Company, evidencing the same debt, and entitled disposition thereof to the same benefits under this Indenture, as the Issuer. All Registered Securities and Coupons surrendered upon such transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, exchange, redemption, repurchase or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee Trustee, duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge Each Registered Global Security authenticated under this Indenture shall be made registered in the name of the Depositary designated for any registration such Registered Global Security or a nominee thereof, and each such Registered Global Security shall constitute a single security for all purposes of transfer or exchange of Securities, but the Company this 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed, (b) any Securities selected, called or (ii) to register the transfer of or exchange any Security so selected being called for redemption in whole or in part, except, except in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed., (c) to register the transfer of or exchange any 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 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 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 is no longer eligible because it ceased to be a clearing agency registered under the 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 will execute, and the Trustee, upon receipt of an Officers' Certificate of the Issuer for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons, 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 the Issuer will execute, and the Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without Coupons, 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 With respect to the Registered Securities of each series, if any, the Company will keep at the office or agency of the Trustee shall cause to be maintained for the purpose as provided in Section 3.2 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 register, and will register the transfer of, Company shall provide for the registration of the Registered Securities as in this Article Two providedof such series and of transfers and exchanges of the Registered Securities of such series. Such register Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in written form or 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 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 series at any Office or Agency for such office or agency to be maintained for the purpose as provided in Section 3.2series, the 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 Series series denominated as authorized in or pursuant to this Indenture, of 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, 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 for denominations, and of a like aggregate principal amount. 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 of such Series, as may be issued by the terms 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 issued in exchange for Registered Securities of such Series between the regular record date Office or Agency 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 dateseries. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and and, upon Company Order, the Trustee shall authenticate and deliver, the Registered Securities which the 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 Company 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 Company within 90 days of such notification or of the Company becoming aware of the Depository’s ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion and subject to the Depository’s procedures, determines that the Securities of such series shall no longer be 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 Unregistered Event of Default has occurred and is continuing with respect to such Securities and the Depository or the Company specifically requests such exchange. If the beneficial owners of interests in a global Security will 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 delivered 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 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 a Registered Security or Securities unless the Trustee receives a certificate signed by the person entitled to delivery 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 or other items or documents fulfilling to be exchanged, which shall be in such conditions denominations and, in the case of Registered Securities, registered in such names, as shall be required by regulations of the United States Department of the Treasury, or shall be notified specified by the Company that such a certificate shall not be required by such regulationsDepository, but subject to the satisfaction of any certification or other requirements to the issuance of securities; 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 any Unregistered Securities of any Series which by its terms is registerable 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 exchanges may be discharged from registration by being in a like manner transferred to bearer, whereupon transferability by delivery shall be restored. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security occur during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption any selection of Securities for redemption under Article Twelve or (ii) of the same series to register be redeemed and ending on the transfer of or relevant Redemption Date. Promptly following any such exchange any Security so selected for redemption in whole or in part, exceptsuch 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 case of any Security to be redeemed in part, the portion principal amount thereof not redeemed.resulting from such

Registration, Transfer and Exchange. The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities of such series and the registration of transfer of Registered Securities of such series. The Issuer hereby appoints DBTCA as the registrar for the purpose of registering the Registered Securities and transfers of such Registered Securities in this Article Two providedthe 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 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 Company 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 series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Bearer Securities of a Series, which (except for any temporary global Bearer Securities) and Coupons (except for Coupons attached to any temporary global Bearer Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, 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, except as set forth below) may be exchanged for Unregistered a Registered Security or Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any series having authorized denomination denominations and of like an equal aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Registered 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 agency of the Company provided Issuer that shall be maintained for such purpose in accordance with Section 3.2 3.02 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter provided. Unregistered If the Securities of any Series series are issued in exchange 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 between series having authorized denominations and an equal aggregate principal amount, upon surrender of such Bearer Securities to be exchanged at the regular record date agency of the Issuer that shall be maintained for such Registered Security 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 next interest payment date will be issued without Issuer shall so require, of the Coupon relating to such interest payment charges hereinafter provided. At the option of the Holder thereof, if Bearer Securities of any series, maturity date, interest rate and Unregistered original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.03, such Bearer Securities surrendered 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 exchange for 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 between of any series may not be exchanged for Bearer Securities of such dates shall be surrendered without the Coupon relating to such interest payment dateseries. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such any exchange or transfer or exchangeprovided 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. Every Security All Registered Securities presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer, Registrar, Trustee and the Trustee Authenticating Agent duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before immediately preceding the day of first mailing of a notice of redemption of Securities of such series to be redeemed, (b) any Securities selected, called or being called for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.so to be redeemed or (c) any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase such Securities, in whole or in part, except, in the case of any Security to be repurchased in part, the portion thereof not so to be repurchased. Notwithstanding any other provision of this Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the 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 2.04, the Issuer shall appoint a successor Depositary eligible under Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute and, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, the Trustee will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. 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, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, the Trustee will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities. If specified by the Issuer pursuant to Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute and, upon the receipt of an Issuer Order, the Trustee shall authenticate and deliver, without service charge,

Registration, Transfer and Exchange. The Company Issuer will keep keep, or cause to be kept, at the Corporate Trust Office and at each other office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers (collectively, the "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will register, provide for the registration of Securities of such series and will register the registration of transfer of, Registered of Securities as in this Article Two providedof such series. 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 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 series at any such office or agency to be maintained for the purpose as provided in Section 3.2agency, the Company 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 series, maturity date and interest rate in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of any series (other than a SeriesGlobal Security, which by their terms are registerable except as to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.5, set forth below) may be exchanged for Registered one or more Securities of such Seriesseries in authorized denominations for a like aggregate principal amount, as may be issued by the terms 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 such 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 or agency to be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Company Issuer shall so require, of the 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 datehereinafter provided. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, an Unregistered Security will not be delivered All Securities surrendered upon any exchange or transfer provided for 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 this Indenture shall be required by regulations of the United States Department of the Treasury, 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 promptly cancelled by the Trustee if and the Trustee or such agent shall have, or shall have been notified in writing by will deliver a certificate of cancellation thereof to the Company that the Company has, actual knowledge that such certificate is falseIssuer. Upon presentation All Securities presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executedexecuted by, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 , 11.2 and 13.3 not involving any transfer. No service charge shall be made for any such transaction. The Company Issuer shall not be required to (ia) to issue, exchange or register the a transfer of or exchange any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day first mailing or publication of mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed or (iib) to exchange or register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depository for such Global Security 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 Global Security or a nominee of such successor Depository. If at any time 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 Depository for such Securities or if at any time any such Depository shall no longer be eligible as a Depository, the Issuer shall appoint a successor Depository with respect to the Securities held by such Depository. If a successor Depository is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Securities of such series shall no longer be represented by one or more Global Securities 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, shall authenticate and make available for delivery Securities of such series in definitive registered form without coupons, in any authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Security or Securities held by such 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 a particular series 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 and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing Securities of such 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 Depository for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of such series in definitive registered form on such terms as are acceptable to the Issuer and such Depository. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery:

Registration, Transfer and Exchange. (a) The Company will keep shall cause to be kept at the Corporate Trust Office of the Trustee a register (the registers maintained in such office and in any other office or agency of the Trustee Company in a Place of Payment being herein sometimes collectively referred to be maintained for as the purpose as provided in Section 3.2 a register or registers "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will register, the Company shall provide for the registration of Registered Securities and will register of transfers and exchanges of Registered Securities. The Trustee is hereby appointed "Security Registrar" for the transfer of, purpose of registering Registered Securities and registering transfers and exchanges of Registered Securities as in this Article Two herein provided. Such register shall be in written form in ; 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 by the TrusteeCompany may appoint co-Security -------- ------- Registrars. Upon due presentation surrender for registration of transfer of any Registered Security of any Series series at any such the office or agency to be of the Company maintained for the purpose as provided in Section 3.2such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated transferee, one or transferees a more new Registered Security or Registered Securities of the same Series in authorized denominations for a series of like aggregate principal amount. At the option amount of the Holder thereof, Unregistered Securities of a Series, which by their terms such denominations as are registerable as to principal and interest, may, to the extent and under the circumstances specified pursuant to Section 2.5, be exchanged authorized for Registered Securities of such Seriesseries 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, as may be issued by the terms thereof. At at the option of the Holder thereofHolder, 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, any series may be exchanged for Unregistered other Registered Securities of such Series. Securities so issued in exchange for other Securities shall be of any authorized denomination and the same series of like aggregate principal amount and maturity dateof a like Stated Maturity and with like terms and conditions, interest rate or method of determining interest, and shall be issued upon surrender of the Registered 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 such 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 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 dateor 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. 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. The Company Issuer will keep at the each office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 a register or registers for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Registered Securities of such series as in this Article Two provided. 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 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 Company 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 series in authorized denominations for a like aggregate principal amountamount and tenor, having the same terms and conditions. At the option of the Holder thereof, Unregistered Any Security or 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, any series may be exchanged for Registered a Security or Securities of such Seriesthe same series in other authorized denominations, as may be issued by the terms 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 an equal aggregate principal amount and of like principal amount tenor, having the same terms and maturity date, interest rate or method conditions. Securities of determining interest, and shall be issued upon surrender of the Securities for which they are any series 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 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 at any office or agency to be maintained by the Coupon relating to such interest payment date. Whenever any Securities are so surrendered Issuer for exchangethe purpose as provided in Section 3.2, and the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in exchange therefor the Security or Securities of the same series which the Holder Securityholder making the exchange is shall be entitled to receivereceive and of like tenor, having the same terms and conditions, bearing numbers not contemporaneously outstanding. Notwithstanding the foregoing, an Unregistered Security will not be delivered in exchange for a Registered Security or All 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 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 presented for registration of any Unregistered Securities of any Series which by its terms is registerable as to principaltransfer, at the office exchange, redemption 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 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 payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executedexecuted by, by the Holder thereof holder 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 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required (i) to issue, exchange or register the a transfer of or exchange (a) any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day of first mailing of a notice of redemption of Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption 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 redeemedso to be redeemed after the redemption date. 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 With respect to the Registered Securities of each series, if any, the Company will keep at the office or agency of the Trustee shall cause to be maintained for the purpose as provided in Section 3.2 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 register, and will register the transfer of, Company shall provide for the registration of the Registered Securities as in this Article Two providedof such series and of transfers of the Registered Securities of such series. Such register Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in written form or 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 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 series at any Office or Agency for such office or agency to be maintained for the purpose as provided in Section 3.2series, the 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 Series series denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions and, if applicable, having the notation of the Guarantee of the 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 for denominations, and of a like aggregate principal amount. 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 of such Series, as may be issued by the terms 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 issued in exchange for Registered Securities of such Series between the regular record date Office or Agency 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 dateseries. 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 together with, if applicable, the notation of the Guarantee of the 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, upon Company Order, the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receivereceive together with, if applicable, the notation of the Guarantee of the 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 Unregistered Event of Default has occurred and is continuing with respect to such Securities and the Depository for such global Securities wishes to exchange such Securities for definitive certificated Securities. If the beneficial owners of interests in a global Security will 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 delivered contained in or accompanied by an Officers’ Certificate of the Company 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 a Registered Security or Securities unless the Trustee receives a certificate signed by the person entitled to delivery 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 other items pursuant to this Indenture) shall be in the form of Bearer Securities or documents fulfilling Registered Securities, or any combination thereof, and which shall be in such conditions denominations and, in the case of Registered Securities, registered in such names, as shall be required by regulations of the United States Department of the Treasury, or shall be notified specified by the Company that such a certificate shall not be required by such regulationsDepository, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such Unregistered 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 if the Trustee to such Depository (or its custodian) or such agent shall have, other Depository (or shall have been notified its custodian) referred to above in writing by accordance with the Company that the Company 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 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 maintained payable on such Interest Payment Date or proposed date for payment, as provided the case may be, in Section 3.2respect 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 registered as to principal payable in accordance with the name provisions 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 deliverythis Indenture. All Securities and Coupons the Guarantee, if applicable, the notation of which is endorsed thereon issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and, if applicable, the Guarantor evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture, Indenture as the Securities and Coupons surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the TrusteeSecurity Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee Security Registrar for such Security duly executed, executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, or any redemption or repayment of Securities, or any conversion or exchange of Securities for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11Section 304, 8.5 905 or 12.3 1107, upon repayment or repurchase in part of any Registered Security pursuant to Article Thirteen, or upon surrender in part of any Registered Security for conversion or exchange into Common Stock or other securities or property pursuant to its terms, in each case not involving any transfer. The Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange any Security Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of the selection for redemption of Securities for redemption of like tenor and terms and of the same series under Article Twelve Section 1103 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Security Registered Security, or portion thereof, so selected for redemption in whole or in partredemption, except, except in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and terms and of the same series, provided that such Registered Security shall be simultaneously surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder pursuant to Article Thirteen and not withdrawn, except the portion, if any, of such Security not to be so repaid. Notwithstanding anything contained herein to the contrary, neither the Trustee nor the Security Registrar shall be responsible for ascertaining whether any issuance, exchange or transfer of Securities complies with the registration provisions of or exemptions from the Securities Act, applicable state securities laws, the U.S. Employee Retirement Income Security Act of 1974 (or, in the case of a governmental plan or a church plan (as described in Sections 3(32) and 3(33) thereof, respectively), any substantially similar federal, state or local law), the U.S. Internal Revenue Code of 1986 or the Investment Company Act of 1940.

Registration, Transfer and Exchange. The Company will keep at the office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Registered Securities as in this Article Two provided. 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 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 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 in authorized denominations for a like aggregate principal amount. 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 2.52.3, be exchanged for Registered Securities of such Series, as may be issued by the terms 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 2.52.3, 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 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 dateexchanged. 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 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 2.3 hereof, 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 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 transfer or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities for redemption under Article Twelve or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.

Registration, Transfer and Exchange. The Company Issuer will keep keep, or cause to be kept, at the Corporate Trust Office or at another office or agency of the Trustee to be maintained for the purpose as provided in Section 3.2 3.2, for each series of Securities a register or registers (the "Security Register") in which, subject to such reasonable regulations as it may prescribe, it will register, and will register provide for the transfer of, registration of Registered Securities as in this Article Two providedof such series and the registration of transfer of Registered Securities of such series. 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 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 Registered 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 series at any such office or agency to be maintained for the purpose as provided in Section 3.23.2 for such series, the Company 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 series, maturity date and interest rate in authorized denominations for a like aggregate principal amount. At the option of the Holder thereof, Unregistered Securities of a Series, which (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable 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 of such Series, as may be issued by the terms thereofdelivery. At the option of the Holder thereof, Registered Securities of any series (other than a SeriesRegistered Global Security, 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, except as set forth below) may be exchanged for Unregistered one or more Registered Securities of such Series. Securities so issued series in exchange authorized denominations for other Securities shall be of any authorized denomination and of a like aggregate principal amount and maturity dateamount, interest rate or method of determining interest, and shall be issued upon surrender of the such Registered 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 or agency to be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Company Issuer shall so require, of the charges provided thereinhereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified for a particular series pursuant to Section 2.3, at the option of the Holder thereof, Unregistered Securities of any Series issued in exchange series may be exchanged for Registered Securities of such Series between series in authorized denominations for a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the regular record date office or agency to be maintained for such Registered Security 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 next interest payment date will be issued without Issuer shall so require, of the Coupon relating to such interest payment 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 for a particular series pursuant to Section 2.3, such Unregistered Securities surrendered may be exchanged for other Unregistered Securities of such series in exchange authorized denominations for a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the office or agency to be maintained for such purpose in accordance with Section 3.2 or as specified for a particular series 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 for a particular series pursuant to Section 2.3, Registered Securities between of any series may not be exchanged for Unregistered Securities of such dates shall be surrendered without the Coupon relating to such interest payment dateseries. Whenever any Securities securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 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 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 any Unregistered Securities of any Series which by its terms is registerable 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. Except as otherwise provided pursuant to Section 2.5 hereof, 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 Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Coupons surrendered upon such any exchange or transfer or exchangeprovided for in this Indenture shall be promptly cancelled and disposed of (subject to the record retention requirements of the Exchange Act) by the Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer. Every Security All Registered Securities presented or surrendered for registration of transfer transfer, exchange, redemption or exchange payment shall (if so required by the Company Issuer or the Trustee) be duly endorsedendorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Issuer and the Trustee duly executedexecuted by, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 or exchange of Securities, other than exchanges pursuant to Sections 2.11, 8.5 or 12.3 not involving . No service charge shall be made for any transfersuch transaction. The Company Issuer shall not be required to (ia) to issue, exchange or register the a transfer of or exchange any Security during Securities of any series for a period beginning at the opening of business 15 days before next preceding the day first mailing or publication of mailing of a notice of redemption of Securities for redemption under Article Twelve of such series to be redeemed, (b) exchange or (ii) to register the transfer of any Securities selected, called or exchange any Security so selected being called for redemption redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not redeemed.so to be redeemed or (c) register the transfer of or exchange any 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 required to be repurchased. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such Registered Global Security 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 Registered Global Security or a nominee of such successor Depositary. If at any time a 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 any such Depositary shall no longer be eligible under Section 2.4, the Issuer shall appoint a successor Depositary with respect to the Registered Securities held by such Depositary. If a successor Depositary is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Registered Securities of such series shall no longer be represented by one or more Registered Global Securities held by such Depositary, 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, shall authenticate and deliver Securities of such series in definitive registered form without Coupons, in any authorized denominations and in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities held by such Depositary in exchange for such Registered Global Security or Securities. Within seven days after the occurrence of an Event of Default specified in clause (a), (b) or (c) of Section 5.1 with respect to any series of Securities that is, in whole or in part, represented by a Registered Global Security, the Issuer shall execute, and the Trustee shall authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations and in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing Registered Securities of such series 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 a particular series shall no longer be represented by a Registered 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 without Coupons, in any authorized denominations and in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing Registered Securities of such series in exchange for such Registered 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 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 such 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: