THE SECURITIES (THE "SECURITIES REGISTRAR"), SUBJECT TO SUCH
REASONABLE REGULATIONS AS IT MAY PRESCRIBE, SHALL PROVIDE
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FOR THE REGISTRATION OF SECURITIES AND OF TRANSFERS AND EXCHANGES OF
SECURITIES.
THE TRUSTEE SHALL AT ALL TIMES ALSO BE THE SECURITIES REGISTRAR.
THE PROVISIONS OF ARTICLE VI SHALL APPLY TO THE TRUSTEE IN ITS ROLE AS
SECURITIES REGISTRAR.
(B)
SUBJECT TO COMPLIANCE WITH SECTION 2.2(B), UPON SURRENDER FOR
REGISTRATION OF TRANSFER OF ANY SECURITY AT THE OFFICES OR AGENCIES OF THE
COMPANY DESIGNATED FOR THAT PURPOSE THE COMPANY SHALL EXECUTE, AND THE TRUSTEE
SHALL AUTHENTICATE AND DELIVER, IN THE NAME OF THE DESIGNATED TRANSFEREE OR
TRANSFEREES, ONE OR MORE NEW SECURITIES OF ANY AUTHORIZED DENOMINATIONS OF LIKE
TENOR AND AGGREGATE PRINCIPAL AMOUNT.
(C)
AT THE OPTION OF THE HOLDER, SECURITIES MAY BE EXCHANGED FOR OTHER
SECURITIES OF ANY AUTHORIZED DENOMINATIONS, OF LIKE TENOR AND AGGREGATE
PRINCIPAL AMOUNT, UPON SURRENDER OF THE SECURITIES TO BE EXCHANGED AT SUCH
OFFICE OR AGENCY.
WHENEVER ANY SECURITIES ARE SO SURRENDERED FOR EXCHANGE, THE
COMPANY SHALL EXECUTE, AND THE TRUSTEE SHALL AUTHENTICATE AND DELIVER, THE
SECURITIES THAT THE HOLDER MAKING THE EXCHANGE IS ENTITLED TO RECEIVE.
(D)
ALL SECURITIES 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
SURRENDERED UPON SUCH TRANSFER OR EXCHANGE.
(E)
EVERY SECURITY PRESENTED OR SURRENDERED FOR TRANSFER OR EXCHANGE
SHALL (IF SO REQUIRED BY THE COMPANY OR THE TRUSTEE) BE DULY ENDORSED, OR BE
ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER IN FORM SATISFACTORY TO THE
COMPANY AND THE SECURITIES REGISTRAR, DULY EXECUTED BY THE HOLDER THEREOF OR
SUCH HOLDER'S ATTORNEY DULY AUTHORIZED IN WRITING.
(F)
NO SERVICE CHARGE SHALL BE MADE TO A HOLDER FOR ANY TRANSFER OR
EXCHANGE OF SECURITIES, BUT THE COMPANY MAY REQUIRE PAYMENT OF A SUM SUFFICIENT
TO COVER ANY TAX OR OTHER GOVERNMENTAL CHARGE THAT MAY BE IMPOSED IN CONNECTION
WITH ANY TRANSFER OR EXCHANGE OF SECURITIES.
(G)
NEITHER THE COMPANY NOR THE TRUSTEE SHALL BE REQUIRED PURSUANT TO
THE PROVISIONS OF THIS SECTION 3.5(G): (I) TO ISSUE, REGISTER THE TRANSFER OF OR
EXCHANGE ANY SECURITY DURING A PERIOD BEGINNING AT THE OPENING OF BUSINESS
FIFTEEN (15) DAYS BEFORE THE DAY OF SELECTION FOR REDEMPTION OF SECURITIES
PURSUANT TO ARTICLE XI AND ENDING AT THE CLOSE OF BUSINESS ON THE DAY OF MAILING
OF THE NOTICE OF REDEMPTION 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 SUCH SECURITY TO BE REDEEMED IN PART, ANY PORTION THEREOF NOT TO BE
REDEEMED.
(H)
THE COMPANY SHALL DESIGNATE AN OFFICE OR OFFICES OR AGENCY OR
AGENCIES WHERE SECURITIES MAY BE SURRENDERED FOR REGISTRATION OR TRANSFER OR
EXCHANGE.
THE COMPANY INITIALLY DESIGNATES THE CORPORATE TRUST OFFICE AS ITS
OFFICE AND AGENCY FOR SUCH PURPOSES.
THE COMPANY SHALL GIVE PROMPT WRITTEN
NOTICE TO THE TRUSTEE AND TO THE HOLDERS