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<br />ARTICLE FOUR <br /> <br />REGISTRAR <br /> <br />Section 4.01. <br /> <br />Transfer and Exchange. <br /> <br />The issuer shall keep at the Bank Office a register (herein <br />sometimes referred to as the "Security Register") in which, subject to <br />such reasonable written regulations as the Issuer or the Bank may <br />prescribe (which Issuer regulations if furnished to the Bank herewith are <br />annexed hereto as Annex C or if furnished to the Bank subsequent hereto <br />shall be furnished by Issuer Order), the Issuer shall provide for the <br />registration of Securities and of transfers of Securities. The Bank is <br />hereby appointed "Registrar" for the purpose of registering Securities <br />and transfers of Securities as herein provided. The Bank agrees to <br />maintain the Security Register in accordance with the terms of this <br />Agreement while it is Registrar. <br /> <br />Every Security surrendered for transfer or exchange shall be <br />surrendered to the Bank at its Bank Office duly endorsed for transfer or <br />exchange, or accompanied by a written instrument of transfer, in form <br />satisfactory to the Bank, duly executed by the Holder thereof or his <br />attorney duly authorized in writing, the signature on which has been <br />guaranteed by an officer of a federal or state bank or a member of the <br />National Association of Securities Dealers. Upon surrender for transfer <br />or exchange of any Security in accordance with the preceding sentence, <br />the Bank shall register and deliver, in the name of the designated <br />transferee or transferees, one or more new Securities of the same <br />maturity, of any authorized and of a life aggregate principal amount, <br />bearing a number (according to the Security Register) not <br />contemporaneously outstanding. <br /> <br />The Registrar may request any supporting documentation it feels <br />necessary to effect a re-registration. The Bank will not be responsible <br />for the validity of any transfer of Securities, the genuineness of the <br />endorsement, the authority of the 'transferor, or the payment of any <br />applicable tax. <br /> <br />The Registrar shall not be required to exchange, register or <br />re-register the transfer of any Security during the period beginning on a <br />Record Date and ending on the next succeeding interest payment date or <br />for a period of fifteen days next preceding the selection of any <br />Securities to be redeemed or thereafter until the first publication or <br />mailing of notice of such redemption. <br /> <br />Section 4.02. <br /> <br />Certificates. <br /> <br />The Issuer shall provide an adequate inventory of Securities <br />certificates to facilitate transfers. The Bank covenants that it will <br />maintain Securities certificates in safekeeping and will use reasonable <br />care in maintaining such Securities certificate in safekeeping, which <br />shall be not less than the care it maintains for debt securities <br />certificates of other governments or corporations for which it serves as <br />registrar. <br /> <br />TD702/17 <br />