WILL TRANSFER
SUCH SECURITY ONLY AS PROVIDED IN THIS INDENTURE.
THE REGISTRAR SHALL NOT
REGISTER A TRANSFER OF ANY SECURITY UNLESS SUCH TRANSFER COMPLIES WITH THE
RESTRICTIONS ON TRANSFER OF SUCH SECURITY SET FORTH IN THIS INDENTURE.
THE
REGISTRAR SHALL BE ENTITLED TO RECEIVE AND RELY ON WRITTEN INSTRUCTIONS FROM THE
COMPANY VERIFYING THAT SUCH TRANSFER COMPLIES WITH SUCH RESTRICTIONS ON
TRANSFER.
IN CONNECTION WITH ANY TRANSFER OF SECURITIES, EACH HOLDER AGREES BY
ITS ACCEPTANCE OF THE SECURITIES TO FURNISH THE REGISTRAR OR THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT; PROVIDED THAT THE REGISTRAR SHALL NOT BE REQUIRED TO
DETERMINE (BUT MAY RELY ON A DETERMINATION MADE BY THE COMPANY WITH RESPECT TO)
THE SUFFICIENCY OF ANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION.
THE REGISTRAR SHALL RETAIN COPIES OF ALL LETTERS, NOTICES AND OTHER
WRITTEN COMMUNICATIONS RECEIVED PURSUANT TO SECTION 2.08 HEREOF OR THIS
SECTION 2.09.
THE COMPANY SHALL HAVE THE RIGHT TO INSPECT AND MAKE COPIES OF
ALL SUCH LETTERS, NOTICES OR OTHER WRITTEN COMMUNICATIONS AT ANY REASONABLE TIME
UPON THE GIVING OF REASONABLE WRITTEN NOTICE TO THE REGISTRAR.
SECTION 2.10. REPLACEMENT SECURITIES
.
IF THE HOLDER OF A SECURITY CLAIMS THAT THE SECURITY HAS BEEN LOST, DESTROYED
OR WRONGFULLY TAKEN, THEN, IN THE ABSENCE OF NOTICE TO THE COMPANY THAT THE
SECURITY HAS BEEN ACQUIRED BY A PROTECTED PURCHASER, THE COMPANY SHALL ISSUE AND
THE TRUSTEE SHALL AUTHENTICATE A REPLACEMENT.
IF REQUIRED BY THE TRUSTEE OR THE
COMPANY, THE HOLDER MUST COMMIT TO AN INDEMNIFICATION OBLIGATION WHICH IS
SUFFICIENT IN THE JUDGMENT OF BOTH THE TRUSTEE AND THE COMPANY TO PROTECT THE
COMPANY, THE TRUSTEE OR ANY AGENT FROM ANY LOSS WHICH ANY OF THEM MAY SUFFER IF
A SECURITY IS REPLACED.
THE COMPANY OR THE TRUSTEE MAY CHARGE THE HOLDER FOR
ITS EXPENSES IN REPLACING A SECURITY.
EVERY REPLACEMENT SECURITY IS AN
ADDITIONAL OBLIGATION OF THE COMPANY.
SECTION 2.11. OUTSTANDING SECURITIES
.
SECURITIES OUTSTANDING AT ANY TIME ARE ALL SECURITIES AUTHENTICATED BY THE
TRUSTEE EXCEPT FOR THOSE CANCELLED BY IT, THOSE DELIVERED TO IT FOR
CANCELLATION, AND THOSE DESCRIBED IN THIS SECTION.
A SECURITY DOES NOT CEASE TO
BE OUTSTANDING BECAUSE THE COMPANY OR ONE OF ITS SUBSIDIARIES HOLDS THE
SECURITY.
IF A SECURITY IS REPLACED PURSUANT TO SECTION 2.10, IT CEASES TO BE OUTSTANDING
UNLESS THE TRUSTEE RECEIVES PROOF SATISFACTORY TO IT THAT THE REPLACED SECURITY
IS HELD BY A BONA FIDE PURCHASER.
IF THE PAYING AGENT HOLDS ON A REDEMPTION DATE OR MATURITY DATE MONEY SUFFICIENT
TO PAY SECURITIES PAYABLE ON THAT DATE, THEN ON AND AFTER THAT DATE SUCH
SECURITIES SHALL BE DEEMED TO BE NO LONGER OUTSTANDING AND INTEREST ON THEM
SHALL CEASE TO ACCRUE.
SECTION 2.12. TEMPORARY SECURITIES
.
UNTIL DEFINITIVE SECURITIES ARE READY FOR DELIVERY, THE COMPANY MAY PREPARE
AND THE TRUSTEE SHALL AUTHENTICATE TEMPORARY