ALL ASSETS HELD BY THE PAYING AGENT FOR THE PAYMENT OF PRINCIPAL OF, PREMIUM, IF
ANY, OR INTEREST ON, THE NOTES (WHETHER SUCH ASSETS HAVE BEEN DISTRIBUTED TO IT
BY THE COMPANY OR ANY OTHER OBLIGOR ON THE NOTES), AND SHALL NOTIFY THE TRUSTEE
OF ANY DEFAULT BY THE COMPANY (OR ANY OTHER OBLIGOR ON THE NOTES) IN MAKING ANY
SUCH PAYMENT.
THE COMPANY AT ANY TIME MAY REQUIRE A PAYING AGENT TO DISTRIBUTE
ALL ASSETS HELD BY IT TO THE TRUSTEE AND ACCOUNT FOR ANY ASSETS DISBURSED AND
THE TRUSTEE MAY AT ANY TIME DURING THE CONTINUANCE OF ANY PAYMENT DEFAULT, UPON
WRITTEN REQUEST TO A PAYING AGENT, REQUIRE SUCH PAYING AGENT TO DISTRIBUTE ALL
ASSETS HELD BY IT TO THE TRUSTEE AND TO ACCOUNT FOR ANY ASSETS DISTRIBUTED.
UPON DISTRIBUTION TO THE TRUSTEE OF ALL ASSETS THAT SHALL HAVE BEEN DELIVERED BY
THE COMPANY TO THE PAYING AGENT AND THE COMPLETION OF ANY ACCOUNTING REQUIRED TO
BE MADE HEREUNDER, THE PAYING AGENT SHALL HAVE NO FURTHER LIABILITY FOR SUCH
ASSETS.
SECTION 2.05
HOLDER LISTS.
THE TRUSTEE SHALL PRESERVE IN AS CURRENT A
FORM AS IS REASONABLY PRACTICABLE THE MOST RECENT LIST AVAILABLE TO IT OF THE
NAMES AND ADDRESSES OF THE HOLDERS AND SHALL OTHERWISE COMPLY WITH TIA §312(A).
IF THE TRUSTEE IS NOT THE REGISTRAR OR PAYING AGENT, THE COMPANY SHALL FURNISH
ANNUALLY ON EACH MAY 15 AND AT SUCH OTHER TIMES AS THE TRUSTEE MAY REQUEST IN
WRITING A LIST IN SUCH FORM AS THE TRUSTEE MAY REASONABLY REQUIRE OF THE NAMES
AND ADDRESSES OF THE HOLDERS, WHICH LIST MAY BE CONCLUSIVELY RELIED UPON BY THE
TRUSTEE.
SECTION 2.06
TRANSFER AND EXCHANGE.
SUBJECT TO SECTIONS 2.15 AND
2.16, WHEN NOTES ARE PRESENTED TO THE REGISTRAR OR A CO-REGISTRAR WITH A REQUEST
TO REGISTER THE TRANSFER OF SUCH NOTES OR TO EXCHANGE SUCH NOTES FOR AN EQUAL
PRINCIPAL AMOUNT OF NOTES OF OTHER AUTHORIZED DENOMINATIONS, THE REGISTRAR OR
CO-REGISTRAR SHALL REGISTER THE TRANSFER OR MAKE THE EXCHANGE AS REQUESTED IF
ITS REQUIREMENTS FOR SUCH TRANSACTION ARE MET; PROVIDED, HOWEVER, THAT THE NOTES
PRESENTED OR SURRENDERED FOR TRANSFER OR EXCHANGE SHALL BE DULY ENDORSED OR
ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER IN FORM SATISFACTORY TO THE
COMPANY AND THE REGISTRAR OR CO-REGISTRAR, DULY EXECUTED BY THE HOLDER THEREOF
OR HIS ATTORNEY DULY AUTHORIZED IN WRITING.
TO PERMIT REGISTRATIONS OF
TRANSFERS AND EXCHANGES, THE COMPANY SHALL EXECUTE AND THE TRUSTEE SHALL
AUTHENTICATE NOTES AT THE REGISTRAR'S OR CO-REGISTRAR'S WRITTEN REQUEST.
NO
SERVICE CHARGE SHALL BE MADE FOR ANY REGISTRATION OF TRANSFER OR EXCHANGE, BUT
THE COMPANY MAY REQUIRE PAYMENT OF A SUM SUFFICIENT TO COVER ANY TRANSFER TAX OR
SIMILAR GOVERNMENTAL CHARGE PAYABLE IN CONNECTION THEREWITH.
THE REGISTRAR OR
CO-REGISTRAR SHALL NOT BE REQUIRED TO REGISTER THE TRANSFER OF OR
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EXCHANGE OF ANY NOTE (I) DURING A PERIOD BEGINNING AT THE OPENING OF BUSINESS 15
DAYS BEFORE THE MAILING OF A NOTICE OF REDEMPTION PURSUANT TO SECTION 3.03 AND
PARAGRAPH 5 OF THE NOTES AND ENDING