IN THE FORM
INCLUDED IN EXHIBIT A, AND COMPLETED IN A MANNER SATISFACTORY TO THE REGISTRAR
AND DULY EXECUTED BY THE HOLDER THEREOF OR ITS ATTORNEY DULY AUTHORIZED IN
WRITING.
TO PERMIT REGISTRATION OF TRANSFERS AND EXCHANGES, UPON SURRENDER OF
ANY SECURITY FOR REGISTRATION OF TRANSFER OR EXCHANGE AT AN OFFICE OR AGENCY
MAINTAINED PURSUANT TO SECTION 2.03, THE COMPANY SHALL EXECUTE AND THE TRUSTEE
SHALL AUTHENTICATE SECURITIES OF A LIKE AGGREGATE PRINCIPAL AMOUNT AT THE
REGISTRAR'S REQUEST.
ANY EXCHANGE OR TRANSFER SHALL BE WITHOUT CHARGE, EXCEPT
THAT THE COMPANY OR THE REGISTRAR MAY REQUIRE PAYMENT OF A SUM SUFFICIENT TO
COVER ANY TAX OR OTHER GOVERNMENTAL CHARGE THAT MAY BE IMPOSED IN RELATION
THERETO; PROVIDED THAT THIS SENTENCE SHALL NOT APPLY TO ANY EXCHANGE PURSUANT TO
SECTION 2.10, 2.12(A), 3.06, 4.02(E) OR 10.05.
(B)
NEITHER THE COMPANY, ANY REGISTRAR NOR THE
TRUSTEE SHALL BE REQUIRED TO EXCHANGE OR REGISTER A TRANSFER OF (1) ANY
SECURITIES FOR A PERIOD OF 15 DAYS NEXT PRECEDING MAILING OF A NOTICE OF
SECURITIES TO BE REDEEMED, OR (2) ANY SECURITIES OR PORTIONS THEREOF IN RESPECT
OF WHICH A FUNDAMENTAL CHANGE PURCHASE NOTICE HAS BEEN DELIVERED AND NOT
WITHDRAWN BY THE HOLDER THEREOF (EXCEPT, IN THE CASE OF THE PURCHASE OF A
SECURITY IN PART, THE PORTION THEREOF NOT TO BE PURCHASED).
(C)
ALL SECURITIES ISSUED UPON ANY TRANSFER OR
EXCHANGE OF SECURITIES SHALL BE VALID OBLIGATIONS OF THE COMPANY, EVIDENCING THE
SAME DEBT AND ENTITLED TO THE SAME BENEFITS UNDER THIS INDENTURE, AS THE
SECURITIES SURRENDERED UPON SUCH TRANSFER OR EXCHANGE.
(D)
ANY REGISTRAR APPOINTED PURSUANT TO
SECTION 2.03 SHALL PROVIDE TO THE TRUSTEE SUCH INFORMATION AS THE TRUSTEE MAY
REASONABLY REQUIRE IN CONNECTION WITH THE DELIVERY BY SUCH REGISTRAR OF
SECURITIES UPON TRANSFER OR EXCHANGE OF SECURITIES.
(E)
EACH HOLDER OF A SECURITY AGREES TO
INDEMNIFY THE COMPANY AND THE TRUSTEE AGAINST ANY LIABILITY THAT MAY RESULT FROM
THE TRANSFER, EXCHANGE OR ASSIGNMENT OF SUCH HOLDER'S SECURITY IN VIOLATION OF
ANY PROVISION OF THIS INDENTURE AND/OR APPLICABLE UNITED STATES FEDERAL OR STATE
SECURITIES LAW.
(F)
THE TRUSTEE SHALL HAVE NO OBLIGATION OR
DUTY TO MONITOR, DETERMINE OR INQUIRE AS TO COMPLIANCE WITH ANY RESTRICTIONS ON
TRANSFER IMPOSED UNDER THIS INDENTURE OR UNDER APPLICABLE LAW WITH RESPECT TO
ANY TRANSFER OF ANY INTEREST IN ANY SECURITY (INCLUDING ANY TRANSFERS BETWEEN OR
AMONG AGENT MEMBERS OR OTHER BENEFICIAL OWNERS OF INTERESTS IN ANY GLOBAL
SECURITY) OTHER THAN TO REQUIRE DELIVERY OF SUCH CERTIFICATES AND OTHER
DOCUMENTATION OR EVIDENCE AS ARE EXPRESSLY REQUIRED BY, AND TO DO SO IF AND
14
WHEN EXPRESSLY REQUIRED BY THE TERMS OF, THIS INDENTURE, AND TO EXAMINE THE SAME
TO DETERMINE SUBSTANTIAL COMPLIANCE AS TO FORM WITH THE EXPRESS REQUIREMENTS
HEREOF.
SECTION 2.07
REPLACEMENT SECURITIES.
(A)
IF ANY MUTILATED SECURITY IS SURRENDERED TO
THE COMPANY, A REGISTRAR OR THE TRUSTEE, AND THE COMPANY, A REGISTRAR AND THE
TRUSTEE RECEIVE EVIDENCE TO THEIR SATISFACTION OF THE DESTRUCTION, LOSS OR THEFT
OF ANY SECURITY, AND THERE IS DELIVERED TO THE