Common use of Exchange and Registration of Transfer of Securities Clause in Contracts

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article Two provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a period of fifteen (15) days next preceding any selection of such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like an equal aggregate principal amount of Securities of other authorized denominations of such the same series. Securities to be exchanged shall be surrendered at the office Corporate Office of the Trustee or at any agency to be designated and maintained by the Company Corporation for such purpose purpose, as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.025.02, and the Company Corporation shall execute and register register, and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. The Company (or its designated agent (Corporation shall keep at the “Security Registrar”)) shall keep, at such office or agency, Corporate Office of the Trustee a Security Register (the “Security Register”) register in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall register provide for registration of Securities and shall register the transfer registration of transfers of Securities as in this Article Two Three provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register with reasonable prior notice such register shall be open for inspection by the TrusteeTrustee and the Corporation. The Trustee is hereby appointed Security registrar for the purpose of registering Securities and registering the transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular series at such office or agencyagency and compliance in full with the conditions of this Section 3.04, the Company Corporation shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall applyexecute, the Guarantor Security registrar shall execute and the Company or the Security Registrar shall register register, and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company Corporation or the TrusteeSecurity registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Corporation and the Trustee Security registrar duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Unless otherwise specified with respect to the Securities of a specific series as contemplated by Section 3.01(10), if at any time a Depositary for any Securities of a series issued in global form notifies the Corporation that it is unwilling or unable to continue as Depositary for such Securities or if at any time a Depositary for any Securities of such series issued in global form shall no longer be eligible under the last clause of Section 3.01(10), the Corporation shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for such Securities is not appointed by the Corporation within 90 calendar days after the Corporation receives such notice or becomes aware of such ineligibility, or if an Event of Default with respect to such Securities has occurred and is continuing, such Securities shall, notwithstanding the terms of the Securities of such series established pursuant to Section 3.01(10), no longer be issued in global form and the Corporation will execute, and the Trustee, upon receipt of the Corporation’s written order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, in exchange for such global Security from the Depositary, Securities of such series in definitive form in authorized denominations, in an aggregate principal amount equal to the principal amount of each global Security previously delivered to such Depositary and having like terms and conditions. The Company shall not be required to issue, exchange or register a transfer of (a) Corporation may at any time and in its sole discretion determine that the Securities of any series issued in the form of a global Security shall no longer be represented by such global Security. In such event the Corporation will execute, and the Trustee, upon receipt of the Corporation’s written order for a period the authentication and delivery of fifteen (15) days next preceding any selection definitive Securities of such series, will authenticated and deliver, in exchange for such global Security, Securities of such series in definitive form in authorized denominations, in an aggregate principal amount equal to the principal amount of the Securities no longer to be redeemedrepresented by such global Security and having like terms and conditions. If specified by the Corporation with respect to a series of Securities pursuant to Section 3.01(10), repurchased, or repaid, or (b) the Depositary for any Security Securities of any such series selected for redemption, repayment or repurchase represented by a global Security may surrender such global Security in exchange in whole or in part exceptfor definitive Securities of such series having like terms and conditions and in definitive form on such terms as are acceptable to the Corporation and such Depositary. At such Depositary’s request the Corporation shall thereupon execute, and the Trustee shall authenticate and deliver, (i) to each person specified by such Depositary a new definitive Security or Securities of the same series, having like terms and conditions and in any authorized denomination as requested by such person in aggregate principal amount equal to and in exchange for such person’s beneficial interest in the case global Security so surrendered and (ii) to such Depositary a new global Security which is of any like terms and conditions and in a denomination equal to the difference, if any, between the principal amount of the surrendered global Security and the aggregate principal amount of definitive Securities delivered to each such series person as provided in clause(i). Such Securities in definitive form issued pursuant to the preceding paragraphs of this Section 3.04 shall be redeemedregistered in such names and in such authorized denominations as the Depositary, repurchased pursuant to instructions from its direct or repaid in partindirect participants, or otherwise, shall instruct the Corporation. After authentication, the portion thereof not Trustee shall deliver such definitive Securities to be the persons in whose names such Securities are so redeemed, repurchased or repaidregistered.

Exchange and Registration of Transfer of Securities. Securities Registered securities of any series may be exchanged for a like aggregate principal amount of Registered Securities of other authorized denominations of such series. Registered Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company Corporation for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company Corporation shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which that the Holder making the exchange shall have been entitled to receive. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.01, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series of any authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Corporation that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that are Coupon Securities, all unmatured Coupons and all matured Coupons in default thereto appertaining. At the option of the Holder thereof, if Unregistered Securities of any series are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.01, such Unregistered Securities may be exchanged for Unregistered Securities of such series of other authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Corporation that shall be maintained for such purpose in accordance with Section 4.02 or as specified pursuant to Section 2.01, with, in the case of Unregistered Securities that are Coupon Securities, all unmatured Coupons and all matured Coupons in default thereto appertaining. Unless otherwise specified pursuant to Section 2.01, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange the Corporation shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive. The Company (Corporation or its designated agent (the “"Security Registrar”)") shall keep, at such office or agency, a Security Register (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall register Securities and shall register the transfer of Registered Securities as provided in this Article Two providedTwo. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Registered Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor Corporation shall execute and the Company Corporation or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of such series for an equal aggregate principal amount amount. Unregistered Securities (except for any temporary bearer Securities) and stated maturityCoupons shall be transferable by delivery. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repaymentpayment, as the case may be, shall (if so required by the Company Corporation or the Trustee) be duly endorsed by, or be accompanied by by, a written instrument or instruments of transfer in form satisfactory to the Company Corporation and the Trustee duly executed by, by the Holder or his his, her or its attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Registered Securities, but the Company Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company Corporation shall not be required to issue, exchange or register a transfer of (a) any Registered Securities of any series for a period of fifteen (15) days next preceding any selection of such Registered Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part except, redemption except in the case of any such series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be so redeemed. Notwithstanding anything herein or in the terms of any series of Securities to the contrary, repurchased or repaidneither the Corporation nor the Trustee (which shall rely on an Officers' Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal income tax consequences to the Corporation (including the inability of the Corporation to deduct from its income, as computed for Federal income tax purposes, the interest payable on any Securities) under then applicable United States Federal income tax laws.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities to be exchanged The Issuer shall be surrendered keep, at the office or agency to be designated and maintained by the Company Trustee for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)"SECURITY REGISTRAR") shall keep, at such office or agencythe Corporate Trust Office, a Security Register register (the “Security Register”"SECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall register provide for the registration of the Securities and shall register the transfer registration of transfers of such Securities as in this Article Two provided; PROVIDED, HOWEVER, in no event shall the Security Registrar be required to maintain in the Security Register the names of the individual participants holding beneficial interests in the Securities through the Depository. Upon written notice to the Trustee and any acting Security Registrar, the Issuer may appoint a successor Security Registrar for such purposes. The Security Register shall be in written form Issuer may appoint one or in any other form capable of being converted into written form within more co-registrars (each, a reasonable time"SECURITY CO-REGISTRAR") for such purposes. At all reasonable times the times, any Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such the office or agencyagency of any Security Registrar or any Security Co-Registrar, the Company Issuer shall execute andexecute, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, in the name of the transferee or transferees a transferees, one or more new Security or Securities of such series like tenor of any authorized denominations for an equal aggregate principal amount and stated maturityequal to the then current principal balance of the Security presented for registration of transfer. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repaymentpayment, as the case may be, shall (if so required by the Company Issuer or the TrusteeTrustee or the Security Registrar or any Security Co-Registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of assignment and transfer in form satisfactory to the Company and the Trustee Person imposing such requirement duly executed by, the Holder or his or her attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of SecuritiesSecurities (except the costs of mailing), but the Company Issuer may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. The Company Upon delivery by any Security Registrar or Security Co-Registrar of a Security in exchange for a Security surrendered to it in accordance with the provisions of this Indenture, the Security so delivered shall, for all purposes of this Indenture, be deemed to be fully registered in the Security Register; PROVIDED, HOWEVER, that in making any determination as to the identity of Persons who are Holders of Securities, the Trustee shall not be required fully protected in relying on the Security Register. All Securities issued pursuant to issuethis Section 2.06 in exchange for or upon registration of transfer of Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits and subject to the same conditions under this Indenture, as the Securities surrendered for such exchange or register a transfer registration of (a) any Securities of any series for a period of fifteen (15) days next preceding any selection of such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaidtransfer.

Exchange and Registration of Transfer of Securities. Subject to Section 2.03(14), Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company and the Guarantor shall execute and execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company and the Guarantor shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the principal corporate trust office or agencyof the Trustee, a Security Register register (the “"Security Register”") for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, as provided in accordance with Section 10.02. The Trustee is hereby appointed "Security Registrar" for the provisions purpose of Section 4.02, the registration of Securities and the Company shall execute and register and the Trustee shall authenticate and deliver of transfer of Securities in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receiveRegister as herein provided. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Securities issued hereunder (or its designated agent (hereinafter collectively referred to as the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “"Security Register”") in which, subject to such reasonable regulations as at it may prescribe, the Company shall register provide for the registration of Securities and shall register the transfer of Securities as in this Article Two Three provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular any series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeSecurity Registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed by, the registered Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company shall not be required to issue, exchange or register a the transfer of (a) any Securities of any series for a period of fifteen (15) 15 days next preceding any selection of such Securities of such that series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase in whole or in part redemption except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the principal office or agencyof the Trustee, a Security Register (the “Security Register”) register for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities Security of any a series for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part part, except, in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company Company, as provided in Section 10.02. The Trustee is hereby appointed “Security Registrar” for such the purpose of the registration of Securities and of transfer of Securities in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receiveRegister as herein provided. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Securities issued hereunder (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (hereinafter collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as at it may prescribe, the Company shall register provide for the registration of Securities and shall register the transfer of Securities as in this Article Two Three provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular any series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeSecurity Registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed by, the registered Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company shall not be required to issue, exchange or register a the transfer of (a) any Securities of any series for a period of fifteen (15) 15 days next preceding any selection the first mailing or publication of such notice of redemption of Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase in whole or in part redemption except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Subject to Section 2.03(12), Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such office or agencythe Principal Office of the Trustee, a Security Register (the “Security Register”) register for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Subject to Section 2.03(12), Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the principal office or agencyof the Trustee, a Security Register (the “Security Register”) register for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities The Company shall cause to be exchanged shall be surrendered kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency to be designated and maintained by of the Company for such purpose in designated pursuant to Section 5.2 being herein sometimes collectively referred to as the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the "Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “Security Register”register") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and shall register the transfer of Securities as in this Article Two providedtransfers of Securities. The Security Register register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable times The Trustee is hereby appointed "Security registrar" for the Security Register shall be open for inspection by the Trusteepurpose of registering Securities and transfers of Securities as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.2. Upon due presentment surrender for registration of transfer of any Security to the Security registrar or any co-registrar, and satisfaction of a particular series at the requirements for such office or agencytransfer set forth in this Section 2.5, the Company shall execute andexecute, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of such series for an equal any authorized denominations and of a like aggregate principal amount amount. Securities may be exchanged for other Securities of any authorized denominations and stated maturityof a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Company pursuant to Section 5.2. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation obligations of the Company and, with respect to any Guarantee, the GuarantorCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. All Securities presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Security registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee, and the Securities shall be duly executed by the Securityholder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewithwith any registration of transfer or exchange of Securities. The Neither the Company nor the Trustee nor any Security registrar nor any co- registrar shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a period of fifteen (15) days next preceding any selection of such Securities of such series to be redeemed, repurchased, or repaid, redeemed or (b) any Security of Securities or portions thereof called for redemption pursuant to Article III or (c) any such series selected for redemption, repayment Securities or repurchase in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid in part, the portion thereof not surrendered for conversion pursuant to be so redeemed, repurchased or repaidArticle XV.

Exchange and Registration of Transfer of Securities. Securities of any series (except for Global Securities, which may only be exchanged in limited circumstances described below) may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Unless otherwise established as contemplated by Section 3.01, Securities to be exchanged shall be surrendered at any of the office offices or agency to be designated and maintained by agencies of the Company maintained as provided in Section 12.02 hereof for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02purpose, and the Company shall execute and register register, or cause to be registered, and the Trustee shall authenticate and deliver deliver, or cause to be authenticated and delivered, in exchange therefor the Security or Securities which the Holder making the such exchange shall be entitled to receive. The Unless otherwise established as contemplated by Section 3.01, the Company (shall keep at the office or its designated agent agency in the same city in which the Corporate Trust Office of the Trustee is located, a register for the Securities of each series issued hereunder (the “Security Registrar”)) shall keep, register maintained at such office or agency, agency and at any other office or agency of the Company in a Security Register (Place of Payment being herein collectively referred to as the “Security "Securities Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities of such series and shall register the registration of transfer of such Securities as provided in this Article Two providedArticle. The Security Such Securities Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby initially appointed "Securities Registrar" for the Security Register shall be open for inspection by the Trusteepurpose of registering Securities and registering transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular any series at any of the offices or agencies of the Company maintained as provided in Section 12.02 hereof for such office or agencypurpose, the Company shall execute andand register, with respect or cause to any series of Securities to which the provisions of Article Fifteen shall applybe registered, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, or cause to be authenticated and delivered, in the name of the transferee or transferees a new Security or Securities of such the same series in authorized denominations for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof Every Security issued upon any registration of transfer or exchange of Securities pursuant to this Section 3.05 shall be the valid obligation of the Company and, with respect to any Guarantee, the GuarantorCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security or Securities surrendered upon registration of such transfer or exchange. All Securities presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company, the Trustee or the Securities Registrar) be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in form satisfactory to the Company, the Trustee and the Securities Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of 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 therewithwith any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.07, 4.07 or 11.07 hereof not involving any transfer. The Company shall not be required (a) to issue, exchange or register a the transfer of (a) or exchange any Securities Security of any series for during a period beginning at the opening of fifteen (15) business 15 days next preceding any selection before the day of such the mailing of a notice of redemption of Securities of such series to be redeemed, repurchased, or repaid, and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Security of any such series selected for redemption, repayment or repurchase redemption in whole or in part part, except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be redeemed. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding the foregoing and except as otherwise specified as contemplated by Section 3.01, no Global Security shall be registered for transfer or exchange, or authenticated or delivered, pursuant to this Section 3.05 or Sections 3.06, 3.07, 4.07 or 11.07 in the name of a Person other than the Depositary for such Security or its nominee until (i) the Depositary with respect to a Global Security notifies the Company in writing that it is unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act or other applicable statute or regulation if required thereunder, and the Company notifies the Trustee that it is unable to locate a qualified successor Depositary, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so redeemedtransferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such Series. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), repurchased (ii) or repaid(iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 3.01 for such series, such Global Security may be registered for transfer or exchange for Securities registered in the names of, or authenticated and delivered to, such Persons as the Depositary with respect to such series shall instruct the Trustee in writing. The Trustee, upon receipt of such instruction, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer or, or in exchange for, or in lieu of, any Global Security or any portion thereof, whether pursuant to this Section 3.05, Section 3.06, 3.07, 4.07 or 11.07 or otherwise, shall also be a Global Security. Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or to another Depositary or a nominee thereof or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or to another Depositary or a nominee thereof. Upon such terms established as contemplated by Section 3.01 with respect to the Securities of any series, the Depositary for the Securities of such series may surrender a Global Security for such series in exchange in whole or in part for Securities of such series of like tenor and terms and in definitive form. Thereupon the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, without service charge, (i) to the Depositary or to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms in definitive form and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security, and (ii) to such Depositary a new Global Security of like tenor and terms and in a principal amount equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered pursuant to clause (i). Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be cancelled by the Trustee. Definitive Securities issued in exchange for a Global Security pursuant to this Section shall either be in global form, established as contemplated by Sections 2.01 and 3.01, or shall be registered in such names and in such authorized denominations and delivered to the Depositary or to such Persons at such addresses as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing.

Exchange and Registration of Transfer of Securities. Subject to Section 2.05, Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such office or agencythe Principal Office of the Trustee, a Security Register (the “Security Register”) register for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two 2 provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Subject to Section 2.3(i), Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the Principal Office of the Debt Trustee or at any office or agency to be designated and maintained by the Company Corporation for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.2, and the Company Corporation or the Debt Trustee shall execute and register and the Debt Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the Principal Office of the Debt Trustee or at any office or agency of the Corporation maintained for such purpose as provided in Section 3.2, the Corporation or the Debt Trustee shall execute and register and the Debt Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Debt Trustee or by any agent of the Corporation appointed pursuant to Section 3.2, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (Corporation or its designated agent (the “Security Registrar”)) Debt Trustee shall keep, at such office or agencythe Principal Office of the Debt Trustee, a Security Register register for each series of Securities issued hereunder (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation or the Debt Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company Corporation or the TrusteeDebt Trustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Corporation and the Debt Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company Corporation or the Debt Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company Corporation or the Debt Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall be surrendered surrendered, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago Denver, Colorado or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.024.2 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.2, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. The Each person designated by the Company (or its designated agent (pursuant to the provisions of Section 4.2 as a person authorized to register and register transfer of the Securities is sometimes herein referred to as a “Security Registrar”)) .” The Company shall keep, at each such office or agency, a register for each series of Securities issued hereunder (the registers of all Security Register (Registrars, collectively, the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article Two 2 provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register Registrar shall be open for inspection by the Trustee and any Security Registrar other than the Trustee. Upon due presentment for registration or registration of transfer of any Security of a particular any series at such any designated office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount amount. Registration or registration of transfer of any Security by any Security Registrar in the Security Register maintained by such Security Registrar, and stated maturitydelivery of such Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Security. Notwithstanding anything herein to the contrary, there shall only be one Security Register for each series of Securities. No person shall at any time be designated as or act as a Security Registrar unless such person is at such time empowered under applicable law to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repayment, as the case may be, payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee duly executed by, the Holder applicable Securityholder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a the period of fifteen (15) 15 days next preceding any the selection of such Securities of such that series to be redeemed, repurchased, redeemed and thereafter until the date of the mailing (or repaidother delivery in accordance with the applicable procedures of the Depositary) of a notice of redemption of Securities of that series selected for redemption, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Subject to Section 2.03(15), Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company and the Guarantor shall execute and execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company and the Guarantor shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the principal corporate trust office or agencyof the Trustee, a Security Register register (the “"Security Register”") for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two II provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company Company, the Trustee or the TrusteeAuthenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder of such Security or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any selection the date of such mailing of a notice of redemption of Securities of such series to be redeemed, repurchased, or repaidseries, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series (except for Global Securities, which may only be exchanged in limited circumstances described below) may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Unless otherwise established as contemplated by Section 3.01, Securities to be exchanged shall be surrendered at any of the office offices or agency to be designated and maintained by agencies of the Company maintained as provided in Section 12.02 hereof for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02purpose, and the Company shall execute and register register, or cause to be registered, and the Trustee shall authenticate and deliver deliver, or cause to be authenticated and delivered, in exchange therefor the Security or Securities which the Holder making the such exchange shall be entitled to receive. The Unless otherwise established as contemplated by Section 3.01, the Company (shall keep at the office or its designated agent agency in the same city in which the Corporate Trust Office of the Trustee is located, a register for the Securities of each series issued hereunder (the “Security Registrar”)) shall keep, register maintained at such office or agency, agency and at any other office or agency of the Company in a Security Register (Place of Payment being herein collectively referred to as the “Security Securities Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities of such series and shall register the registration of transfer of such Securities as provided in this Article Two providedArticle. The Security Such Securities Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby initially appointed “Securities Registrar” for the Security Register shall be open for inspection by the Trusteepurpose of registering Securities and registering transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular any series at any of the offices or agencies of the Company maintained as provided in Section 12.02 hereof for such office or agencypurpose, the Company shall execute andand register, with respect or cause to any series of Securities to which the provisions of Article Fifteen shall applybe registered, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, or cause to be authenticated and delivered, in the name of the transferee or transferees a new Security or Securities of such the same series in authorized denominations for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof Every Security issued upon any registration of transfer or exchange of Securities pursuant to this Section 3.05 shall be the valid obligation of the Company and, with respect to any Guarantee, the GuarantorCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security or Securities surrendered upon registration of such transfer or exchange. All Securities presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company, the Trustee or the Securities Registrar) be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in form satisfactory to the Company, the Trustee and the Securities Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of 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 therewithwith any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.07, 4.07 or 11.07 hereof not involving any transfer. The Company shall not be required (a) to issue, exchange or register a the transfer of (a) or exchange any Securities Security of any series for during a period beginning at the opening of fifteen (15) business 15 days next preceding any selection before the day of such the delivery of a notice of redemption of Securities of such series to be redeemed, repurchased, or repaid, and ending at the close of business on the day of such delivery or (b) to register the transfer of or exchange any Security of any such series selected for redemption, repayment or repurchase redemption in whole or in part part, except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be redeemed. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding the foregoing and except as otherwise specified as contemplated by Section 3.01, no Global Security shall be registered for transfer or exchange, or authenticated or delivered, pursuant to this Section 3.05 or Sections 3.06, 3.07, 4.07 or 11.07 in the name of a Person other than the Depositary for such Security or its nominee until (i) the Depositary with respect to a Global Security notifies the Company in writing that it is unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act or other applicable statute or regulation if required thereunder, and the Company notifies the Trustee that it is unable to locate a qualified successor Depositary, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so redeemedtransferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such series. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), repurchased (ii) or repaid(iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 3.01 for such series, such Global Security may be registered for transfer or exchange for Securities registered in the names of, or authenticated and delivered to, such Persons as the Depositary with respect to such series shall instruct the Trustee in writing. The Trustee, upon receipt of such instruction, will authenticate and deliver Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer or, or in exchange for, or in lieu of, any Global Security or any portion thereof, whether pursuant to this Section 3.05, Section 3.06, 3.07, 4.07 or 11.07 or otherwise, shall also be a Global Security. Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or to another Depositary or a nominee thereof or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or to another Depositary or a nominee thereof. Upon such terms established as contemplated by Section 3.01 with respect to the Securities of any series, the Depositary for the Securities of such series may surrender a Global Security for such series in exchange in whole or in part for Securities of such series of like tenor and terms and in definitive form. Thereupon the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, without service charge, (i) to the Depositary or to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms in definitive form and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security, and (ii) to such Depositary a new Global Security of like tenor and terms and in a principal amount equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered pursuant to clause (i). Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be cancelled by the Trustee. Definitive Securities issued in exchange for a Global Security pursuant to this Section shall either be in global form, established as contemplated by Sections 2.01 and 3.01, or shall be registered in such names and in such authorized denominations and delivered to the Depositary or to such Persons at such addresses as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company Company, as provided in Section 10.02. The Trustee is hereby appointed "Security Registrar" for such the purpose of the registration of Securities and of transfer of Securities in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receiveRegister as herein provided. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Securities issued hereunder (or its designated agent (hereinafter collectively referred to as the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “"Security Register”") in which, subject to such reasonable regulations as at it may prescribe, the Company shall register provide for the registration of Securities and shall register the transfer of Securities as in this Article Two Three provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular any series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeSecurity Registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee Security Registrar duly executed by, the registered Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company shall not be required to issue, exchange or register a the transfer of (a) any Securities of any series for a period of fifteen (15) 15 days next preceding any selection the first mailing or publication of such notice of redemption of Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase in whole or in part redemption except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Registered Securities of any series may be exchanged for a like aggregate principal amount of Registered Securities of other authorized denominations of such series. Registered Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.01, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series of any authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that are Coupon Securities, all unmatured Coupons and all matured Coupons in default thereto appertaining. At the option of the Holder thereof, if Unregistered Securities of any series are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.01, such Unregistered Securities may be exchanged for Unregistered Securities of such series of other authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02 or as specified pursuant to Section 2.01, with, in the case of Unregistered Securities that are Coupon Securities, all unmatured Coupons and all matured Coupons in default thereto appertaining. Unless otherwise specified pursuant to Section 2.01, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. The Company (or its designated agent (the “Security Registrar”"SECURITY REGISTRAR")) shall keep, at such office or agency, a Security Register (the “Security Register”"SECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Registered Securities as in this Article Two provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Registered Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of such series for an equal aggregate principal amount amount. Unregistered Securities (except for any temporary bearer Securities) and stated maturityCoupons shall be transferable by delivery. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repaymentpayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Registered 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 therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Registered Securities of any series for a period of fifteen (15) days next preceding any selection of such Registered Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part except, redemption except in the case of any such series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be so redeemed. Notwithstanding anything herein or in the terms of any series of Securities to the contrary, repurchased or repaidneither the Company nor the Trustee (which shall rely on an Officers' Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal income tax consequences to the Company (including the inability of the Company to deduct from its income, as computed for Federal income tax purposes, the interest payable on any Securities) under then applicable United States Federal income tax laws.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities The Company shall cause to be exchanged shall be surrendered kept at the office or agency to be designated and maintained by Corporate Trust Office the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and shall register the transfer of Securities as in this Article Two providedtransfers of Securities. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment surrender for registration of transfer of any Security Securities to the Registrar or any co-registrar, and satisfaction of a particular series at the requirements for such office or agencytransfer set forth in this Section 2.08 and in Section 2.10, the Company shall execute andexecute, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of such series for an equal any authorized denominations and of a like aggregate principal amount and stated maturitybearing such restrictive legends as may be required by this Indenture. Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. 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 bearing registration numbers not contemporaneously outstanding. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation obligations of the Company and, with respect to any Guarantee, the GuarantorCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. All Securities presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange or registration of transfer of Securities, but the Company may require payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewithwith any registration of transfer or exchange of Securities as a result of the name of the Holder of the new Securities issued upon such exchange of Securities being different from the name of the Holder of the old Securities surrendered for such exchange. The Neither the Company nor the Trustee nor any Registrar shall not be required to issueexchange, exchange issue or register a transfer of (a) any Securities of any series or portions thereof surrendered for a period of fifteen (15) days next preceding any selection of such Securities of such series conversion pursuant to be redeemedArticle 10, repurchased, or repaid, or (b) any Security Securities or portions thereof surrendered for repurchase (and not withdrawn) pursuant to Section 3.04 or (c) any Securities subject to an Optional Redemption in accordance with Section 3.01, except the unredeemed portion of any such series selected for redemption, repayment or repurchase in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid Securities being redeemed in part, the portion thereof not to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the Principal Office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security at the principal office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the designated corporate trust office or agencyof the Trustee, a Security Register register for the Securities issued hereunder (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register ownership and transfer of ownership of all Securities and shall register the transfer of all Securities as in this Article Two II provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, exchange shall (if so required by the Company Company, the Trustee or the TrusteeAuthenticating Agent) be duly endorsed byendorsed, or be accompanied accompanied, by a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the Holder of such Security or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Neither the Company nor the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any selection the date of such Securities mailing of such series to be redeemed, repurchased, or repaida notice of redemption of Securities, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such series Securities to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be so redeemed. Notwithstanding the foregoing, repurchased or repaidSecurities may not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities The Company shall cause to be exchanged shall be surrendered kept at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor Corporate Trust Office the Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and shall register the transfer of Securities as in this Article Two providedtransfers of Securities. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment surrender for registration of transfer of any Securities to the Security Registrar or any co-registrar, and satisfaction of a particular series at the requirements for such office or agencytransfer set forth in this Section 2.08 and in Section 2.10, the Company shall execute andexecute, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of such series for an equal any authorized denominations and of a like aggregate principal amount and stated maturitybearing such restrictive legends as may be required by this Indenture. Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Company pursuant to Section 3.02. 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 bearing registration numbers not contemporaneously outstanding. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation obligations of the Company and, with respect to any Guarantee, the GuarantorCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. All Securities presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange or registration of transfer of Securities, but the Company may require payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewithwith any registration of transfer or exchange of Securities. The Neither the Company nor the Trustee nor any Security Registrar shall not be required to issueexchange, exchange issue or register a transfer of (a) any Securities of any series or portions thereof surrendered for a period of fifteen (15) days next preceding any selection of such Securities of such series conversion pursuant to be redeemed, repurchased, or repaid, Article 5 or (b) any Security of any such series selected Securities or portions thereof tendered for redemption, repayment or repurchase in whole or in part except, in the case of any such series (and not withdrawn) pursuant to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaidSection 4.01.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall be surrendered surrendered, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. The Each person designated by the Company (or its designated agent (pursuant to the provisions of Section 4.02 as a person authorized to register and register transfer of the Securities is sometimes herein referred to as a “Security Registrar”)) .” The Company shall keep, at each such office or agency, a register for each series of Securities issued hereunder (the registers of all Security Register (Registrars, collectively, the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article Two 2 provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register Registrar shall be open for inspection by the Trustee and any Security Registrar other than the Trustee. Upon due presentment for registration or registration of transfer of any Security of a particular any series at such any designated office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount amount. Registration or registration of transfer of any Security by any Security Registrar in the Security Register maintained by such Security Registrar, and stated maturitydelivery of such Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Security. Notwithstanding anything herein to the contrary, there shall only be one Security Register for each series of Securities. No person shall at any time be designated as or act as a Security Registrar unless such person is at such time empowered under applicable law to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repayment, as the case may be, payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee duly executed by, the Holder applicable Securityholder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a the period of fifteen (15) 15 days next preceding any the selection of such Securities of such that series to be redeemed, repurchased, redeemed and thereafter until the date of the mailing (or repaidother delivery in accordance with the applicable procedures of the Depositary) of a notice of redemption of Securities of that series selected for redemption, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series (except for Global Securities, which may only be exchanged in the limited circumstances described below) may be exchanged for a Securities of like tenor and aggregate principal amount of Securities the same series of other authorized denominations denominations, subject to the provisions of such seriesAppendix A to this Indenture. Unless otherwise established as contemplated by Section 3.01, Securities to be exchanged shall be surrendered at any of the office offices or agency to be designated and maintained by agencies of the Company maintained as provided in Section 12.02 hereof for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02purpose, and the Company shall execute and register register, or cause to be registered, and the Trustee shall authenticate and deliver deliver, or cause to be authenticated and delivered, in exchange therefor the Security or Securities which the Holder making the such exchange shall be entitled to receive. The Unless otherwise established as contemplated by Section 3.01, the Company (or its designated agent (the “Security Registrar”)) shall keep, at said office or agency in the same city in which the Corporate Trust Office of the Trustee is located, a register for each series of Securities issued hereunder (the register maintained at such office or agency, a Security Register (agency being referred to as the “Security Securities Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities of such series and shall register the registration of transfer of such Securities as provided in this Article Two providedArticle. The Security Securities Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby initially appointed “Securities Registrar” for the Security Register shall be open for inspection by the Trusteepurpose of registering Securities and registering transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular any series at such office any of the offices or agencyagencies to be maintained by the Company, as provided in Section 12.02 hereof, the Company shall execute andand register, with respect or cause to any series of Securities to which the provisions of Article Fifteen shall applybe registered, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, or cause to be authenticated and delivered, in the name of the transferee or transferees a new Security or Securities of such the same series in authorized denominations for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof Every Security issued upon any registration of transfer or exchange of Securities pursuant to this Section 3.06 shall be the valid obligation of the Company and, with respect to any Guarantee, the GuarantorCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security or Securities surrendered upon registration of such transfer or exchange. Except as provided in Appendix A to this Indenture, all Securities presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company, the Trustee or the Securities Registrar) be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in form satisfactory to the Company, the Trustee and the Securities Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of 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 therewithwith any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 3.08, 4.07 or 11.07 hereof not involving any transfer. The Company shall not be required (a) to issue, exchange or register a the transfer of (a) or exchange any Securities Security of any series for during a period beginning at the opening of fifteen (15) business 15 days next preceding any selection before the day of such the mailing of a notice of redemption of Securities of such series to be redeemed, repurchased, or repaid, and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Security of any such series selected for redemption, repayment or repurchase redemption in whole or in part part, except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be redeemed. As provided in Section 3.05 hereof, each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding the foregoing and except as otherwise specified as contemplated by Section 3.01, no Global Security shall be registered for transfer or exchange, or authenticated or delivered, pursuant to this Section 3.06 or Sections 3.07, 3.08, 4.07 or 11.07 in the name of a Person other than the Depositary for such Security or its nominee until (i) the Depositary with respect to a Global Security notifies the Company in writing that it is unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act or other applicable statute or regulation if required thereunder, and the Company notifies the Trustee that it is unable to locate a qualified successor Depositary, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so redeemedtransferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such Series. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), repurchased (ii) or repaid(iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 3.01 for such series, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, without service charge, (i) to the Depositary or to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms in definitive form and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security, and (ii) to such Depositary a new Global Security of like tenor and terms and in a principal amount equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered pursuant to clause (i). Except as provided in the preceding paragraph or in Appendix A to this Indenture, any Security authenticated and delivered upon registration of transfer or, or in exchange for, or in lieu of, any Global Security or any portion thereof, whether pursuant to this Section 3.06, Section 3.07, 3.08, 4.07 or 11.07 or otherwise, shall also be a Global Security. Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or to another Depositary or a nominee thereof or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or to another Depositary or a nominee thereof. Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be cancelled by the Trustee. Definitive Securities issued in exchange for a Global Security pursuant to this Section shall either be in global form, established as contemplated by Sections 2.01 and 3.01, or shall be registered in such names and in such authorized denominations and delivered to the Depositary or to such Persons at such addresses as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the Principal Office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security at the principal office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the designated corporate trust office or agencyof the Trustee, a Security Register register for the Securities issued hereunder (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register ownership and transfer of ownership of all Securities and shall register the transfer of all Securities as in this Article Two II provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, exchange shall (if so required by the Company Company, the Trustee or the TrusteeAuthenticating Agent) be duly endorsed by, by or be accompanied accompanied, by a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the Holder of such Security or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Neither the Company nor the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any selection the date of such Securities mailing of such series to be redeemed, repurchased, or repaida notice of redemption of Securities, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such series Securities to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be so redeemed. Notwithstanding the foregoing, repurchased or repaidSecurities may not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (I) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (II) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (II) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

Exchange and Registration of Transfer of Securities. Subject to Section 2.03(12), Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, 3.02 and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02 the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the principal office or agencyof the Trustee, a Security Register (the “Security Register”) register for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company and, with respect to any series of Securities for which there is one or more co-issuers, an Issuer for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company and, with respect to any series of Securities for which there is one or more co-issuers, the Issuers shall execute and register or cause to be registered and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article Two provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company and, with respect to any series of Securities for which there is one or more co-issuers, the Issuers shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor Guarantors shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company Company, and, with respect to any series of Securities for which there is one or more co-issuers, the Issuers or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and, with respect to any series of Securities for which there is one or more co-issuers, the Issuers and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee of each Guarantor thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and the Co-Issuer(s) (if any) and, with respect to any Guarantee, the applicable Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company Issuer(s) may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company Issuer(s) shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a period of fifteen (15) days next preceding any selection of such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Subject to Section 2.03, Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company shall execute and execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such office or agencythe Principal Office of the Trustee, a Security Register (the “Security Register”) register for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two providedprovides, which (subject to Section 2.11) shall be the only method of effecting a transfer of Securities. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 18 No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall be surrendered surrendered, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Each person designated by the Company pursuant to the provisions of Section 4.02 as a person authorized to register and register transfer of the Securities is sometimes herein referred to as a “Security registrar.” The Company (or its designated agent (the “Security Registrar”)) shall keep, at each such office or agency, a register for each series of Securities issued hereunder (the registers of all Security Register (registrars being herein sometimes collectively referred to as the “Security Registerregister” or the “registry books of the Company”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article Two provided. The Security Register register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register register shall be open for inspection by the Trustee and any Security registrar other than the Trustee. Upon due presentment for registration or registration of transfer of any Security of a particular any series at such any designated office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount amount. Registration or registration of transfer of any Security by any Security registrar in the registry books of the Company maintained by such Security registrar, and stated maturitydelivery of such Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Security. No person shall at any time be designated as or act as a Security registrar unless such person is at such time empowered under applicable law to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repayment, as the case may be, payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a the period of fifteen (15) 15 days next preceding any the selection of such Securities of such that series to be redeemed, repurchased, or repaidredeemed and thereafter until the date of the mailing of a notice of redemption of Securities of that series selected for redemption, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed. The provisions of clauses (1), repurchased or repaid.(2), (3), (4), (5), (6) and (7) below shall apply only to Global Securities:

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities that are of other authorized denominations of such seriesdenominations. Securities to be exchanged shall be surrendered at the any office or agency to be designated and maintained by the Company for such purpose by the Company, as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities of authorized denominations which the Holder Securityholder making the exchange shall be entitled to receive. Each agent of the Company appointed pursuant to Section 4.02 as a person authorized to register and register transfer of Securities is sometimes herein referred to as a "Security registrar." The Company (or its designated agent (the “Security Registrar”)) shall keep, at each such office or agencyagency of the Company maintained for such purpose, as provided in Section 4.02, a Security Register register hereunder (the “registers of all Security Register”registrars being herein sometimes collectively referred to as the "SECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and shall register the transfer of Securities as in this Article Two 3 provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the times, such Security Register shall be open for inspection by the Trustee and any Security registrar other than the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at any such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series authorized denominations for an equal aggregate principal amount amount. Registration or registration of transfer of any Security by any Security registrar in the registry books maintained by such Security registrar, and stated maturitydelivery of such Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Security. The Company will at all times designate one Person (who may be the Company and who need not be a Security registrar) to act as repository of a master list of names and addresses of Holders of the Securities. The Trustee shall act as such repository unless and until some other Person is, by written notice from the Company to the Trustee and each Security registrar, designated by the Company to act as such. The Company shall cause each Security registrar to furnish to such repository, on a current basis, such information as such repository may reasonably request as to registrations, transfers, exchanges and other transactions effected by such registrar, as may be necessary or advisable to enable such repository to maintain such master list on as current a basis as is reasonably practicable. No Person shall at any time be appointed as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented to a Security registrar for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee such Security registrar duly executed by, by the registered Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company All Securities issued in exchange for or upon registration of transfer of Securities shall not be required valid obligations of the Company, evidencing the same debt, and entitled to issuethe same benefits under this Indenture, as the Securities surrendered for such exchange or register registration of transfer. None of the Trustee, any agent of the Trustee, any Paying Agent or the Company will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a transfer of (a) Global Security or for maintaining, supervising or reviewing any Securities of any series for a period of fifteen (15) days next preceding any selection of records relating to such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaidbeneficial ownership interests.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like an equal aggregate principal amount of Securities of other authorized denominations of such the same series. Securities to be exchanged shall be surrendered at the office Principal Office of the Trustee or at any agency to be designated and maintained by the Company Corporation for such purpose purpose, as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.025.02, and the Company Corporation shall execute and register register, and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. The Company (or its designated agent (Corporation shall keep at the “Security Registrar”)) shall keep, at such office or agency, Principal Office of the Trustee a Security Register (the “Security Register”) register in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall register provide for registration of Securities and shall register the transfer registration of transfers of Securities as in this Article Two Three provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register such register shall be open for inspection by the TrusteeTrustee and the Corporation. The Trustee is hereby appointed Security registrar for the purpose of registering Securities and registering the transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular series at such office or agencyagency and compliance in full with the conditions of this Section 3.04, the Company Corporation shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall applyexecute, the Guarantor Security registrar shall execute and the Company or the Security Registrar shall register register, and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company Corporation or the TrusteeSecurity registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Corporation and the Trustee Security registrar duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Unless otherwise specified with respect to the Securities of a specific series as contemplated by Section 3.01(10), if at any time a Depositary for any Securities of a series issued in global form notifies the Corporation that it is unwilling or unable to continue as Depositary for such Securities or if at any time a Depositary for any Securities of such series issued in global form shall no longer be eligible under the last clause of Section 3.01(10), the Corporation shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for such Securities is not appointed by the Corporation within 90 calendar days after the Corporation receives such notice or becomes aware of such ineligibility, or if an Event of Default with respect to such Securities has occurred and is continuing, such Securities shall, notwithstanding the terms of the Securities of such series established pursuant to Section 3.01(10), no longer be issued in global form and the Corporation will execute, and the Trustee, upon receipt of the Corporation's written order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, in exchange for such global Security from the Depositary, Securities of such series in definitive form in authorized denominations, in an aggregate principal amount equal to the principal amount of each global Security previously delivered to such Depositary and having like terms and conditions. The Company shall not be required to issue, exchange or register a transfer of (a) Corporation may at any time and in its sole discretion determine that the Securities of any series issued in the form of a global Security shall no longer be represented by such global Security. In such event the Corporation will execute, and the Trustee, upon receipt of the Corporation's written order for a period the authentication and delivery of fifteen (15) days next preceding any selection definitive Securities of such series, will authenticated and deliver, in exchange for such global Security, Securities of such series in definitive form in authorized denominations, in an aggregate principal amount equal to the principal amount of the Securities no longer to be redeemedrepresented by such global Security and having like terms and conditions. If specified by the Corporation with respect to a series of Securities pursuant to Section 3.01(10), repurchased, or repaid, or (b) the Depositary for any Security Securities of any such series selected for redemption, repayment or repurchase represented by a global Security may surrender such global Security in exchange in whole or in part exceptfor definitive Securities of such series having like terms and conditions and in definitive form on such terms as are acceptable to the Corporation and such Depositary. At such Depositary's request the Corporation shall thereupon execute, and the Trustee shall authenticate and deliver, (i) to each person specified by such Depositary a new definitive Security or Securities of the same series, having like terms and conditions and in any authorized denomination as requested by such person in aggregate principal amount equal to and in exchange for such person's beneficial interest in the case global Security so surrendered and (ii) to such Depositary a new global Security which is of any like terms and conditions and in a denomination equal to the difference, if any, between the principal amount of the surrendered global Security and the aggregate principal amount of definitive Securities delivered to each such series person as provided in clause(i). Such Securities in definitive form issued pursuant to the preceding paragraphs of this Section 3.04 shall be redeemedregistered in such names and in such authorized denominations as the Depositary, repurchased pursuant to instructions from its direct or repaid in partindirect participants, or otherwise, shall instruct the Corporation. After authentication, the portion thereof not Trustee shall deliver such definitive Securities to be the persons in whose names such Securities are so redeemed, repurchased or repaidregistered.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the Principal Office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security at the principal office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the designated corporate trust office or agencyof the Trustee, a Security Register register for the Securities issued hereunder (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register ownership and transfer of ownership of all Securities and shall register the transfer of all Securities as in this Article Two II provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, exchange shall (if so required by the Company Company, the Trustee or the TrusteeAuthenticating Agent) be duly endorsed by, by or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the Holder of such Security or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Neither the Company nor the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any selection the date of such Securities mailing of such series to be redeemed, repurchased, or repaida notice of redemption of Securities, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such series Securities to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be so redeemed. Notwithstanding the foregoing, repurchased or repaidSecurities may not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (I) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (II) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (II) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

Exchange and Registration of Transfer of Securities. Securities of any series (except for Global Securities, which may only be exchanged in the limited circumstances described below) may be exchanged for a Securities of like tenor and aggregate principal amount of Securities the same series of other authorized denominations of such seriesdenominations. Unless otherwise established as contemplated by Section 3.01, Securities to be exchanged shall be surrendered at any of the office offices or agency to be designated and maintained by agencies of the Company maintained as provided in Section 12.02 hereof for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02purpose, and the Company shall execute and register register, or cause to be registered, and the Trustee shall authenticate and deliver deliver, or cause to be authenticated and delivered, in exchange therefor the Security or Securities which the Holder making the such exchange shall be entitled to receive. The Unless otherwise established as contemplated by Section 3.01, the Company (or its designated agent (the “Security Registrar”)) shall keep, at said office or agency in the same city in which the Corporate Trust Office of the Trustee is located, a register for each series of Securities issued hereunder (the register maintained at such office or agency, a Security Register (agency being referred to as the “Security Securities Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities of such series and shall register the registration of transfer of such Securities as provided in this Article Two providedArticle. The Security Securities Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby initially appointed “Securities Registrar” for the Security Register shall be open for inspection by the Trusteepurpose of registering Securities and registering transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular any series at such office any of the offices or agencyagencies to be maintained by the Company, as provided in Section 12.02 hereof, the Company shall execute andand register, with respect or cause to any series of Securities to which the provisions of Article Fifteen shall applybe registered, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, or cause to be authenticated and delivered, in the name of the transferee or transferees a new Security or Securities of such the same series in authorized denominations for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof Every Security issued upon any registration of transfer or exchange of Securities pursuant to this Section 3.05 shall be the valid obligation of the Company and, with respect to any Guarantee, the GuarantorCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security or Securities surrendered upon registration of such transfer or exchange. All Securities presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company, the Trustee or the Securities Registrar) be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in form satisfactory to the Company, the Trustee and the Securities Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of 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 therewithwith any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 3.07, 4.07 or 11.07 hereof not involving any transfer. The Company shall not be required (a) to issue, exchange or register a the transfer of (a) or exchange any Securities Security of any series for during a period beginning at the opening of fifteen (15) business 15 days next preceding any selection before the day of such the mailing of a notice of redemption of Securities of such series to be redeemed, repurchased, or repaid, and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Security of any such series selected for redemption, repayment or repurchase redemption in whole or in part part, except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be redeemed. As provided in Section 3.04 hereof, each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding the foregoing and except as otherwise specified as contemplated by Section 3.01, no Global Security shall be registered for transfer or exchange, or authenticated or delivered, pursuant to this Section 3.05 or Sections 3.06, 3.07, 4.07 or 11.07 in the name of a Person other than the Depositary for such Security or its nominee until (i) the Depositary with respect to a Global Security notifies the Company in writing that it is unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act or other applicable statute or regulation if required thereunder, and the Company notifies the Trustee that it is unable to locate a qualified successor Depositary, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so redeemedtransferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such Series. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), repurchased (ii) or repaid(iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 3.01 for such series, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, without service charge, (i) to the Depositary or to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms in definitive form and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security, and (ii) to such Depositary a new Global Security of like tenor and terms and in a principal amount equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered pursuant to clause (i). Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer or, or in exchange for, or in lieu of, any Global Security or any portion thereof, whether pursuant to this Section 3.05, Section 3.06, 3.07, 4.07 or 11.07 or otherwise, shall also be a Global Security. Notwithstanding any other provision of this Indenture, a Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or to another Depositary or a nominee thereof or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or to another Depositary or a nominee thereof. Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be cancelled by the Trustee. Definitive Securities issued in exchange for a Global Security pursuant to this Section shall either be in global form, established as contemplated by Sections 2.01 and 3.01, or shall be registered in such names and in such authorized denominations and delivered to the Depositary or to such Persons at such addresses as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing.

Exchange and Registration of Transfer of Securities. Subject to Section 2.03(12), Securities of any series may be exchanged for a like aggregate principal amount of Securities Securi ties of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such office or agencythe Principal Office of the Trustee, a Security Register (the “Security Register”) register for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection connec tion therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall be surrendered surrendered, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, York in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Each Person designated by the Company pursuant to the provisions of Section 4.02 as a Person authorized to register and register transfer of the Securities is sometimes herein referred to as a "Security registrar". The Company (or its designated agent (the “Security Registrar”)) shall keep, at each such office or agency, a Security Register register for each series of Securities issued hereunder (the “registers of all Security Register”registrars being herein sometimes collectively referred to as the "Security register" or the "registry books of the Company") in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article Two provided. The Security Register register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register register shall be open for inspection by the Trustee and any Security registrar other than the Trustee. Upon due presentment for registration of transfer of any Security of a particular any series at such any designated office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount amount. Registration or registration of transfer of any Security by any Security registrar in the registry books of the Company maintained by such Security registrar, and stated maturitydelivery of such Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Security. The Company will at all times designate one Person (who may be the Company and who need not be a Security registrar) to act as repository of a master list of names and addresses of the holders of the Securities. The Company shall act as such repository unless and until some other Person is, by written notice from the Company to the Trustee and each Security registrar, designated by the Company to act as such. The Company shall cause each Security registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such registrar, as may be necessary to enable such repository to maintain such master list on as current a basis as is practicable. No Person shall at any time be designated as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such under and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repayment, as the case may be, payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Neither the Company nor the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a the period of fifteen (15) 15 days next preceding any the selection of such Securities of such that series to be redeemed, repurchased, or repaid, redeemed and thereafter until the date of the mailing of a notice of redemption of Securities of that series selected for redemption or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series (except for Global Securities) may be exchanged for a like an equal aggregate principal amount of Securities of other authorized denominations of such seriesthe same series of like tenor. Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company Corporation for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, as provided in accordance with the provisions of Section 4.025.02, and the Company Corporation shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) Corporation shall keep, at such said office or agency, a Security Register (the “Security Register”) register in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall register provide for registration of Securities and shall register the transfer registration of transfers of Securities as in this Article Two Three provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register such register shall be open for inspection by the TrusteeTrustee and the Corporation. The Bank is hereby appointed Security registrar for the purpose of registering Securities and registering the transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular series at such office or agencyagency and compliance in full with the conditions of this Section 3.04, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor Corporation shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount amount. All Securities issued upon any registration of transfer or exchange of Securities shall be the legal, valid and stated maturitybinding obligations of the Corporation, evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. During the period of 15 days preceding any date for payment of principal of or interest on Securities of a series, the Corporation shall not be required to register the transfer of or to exchange any Securities of such series. In addition, the Corporation shall not be required (i) to register the transfer of or to exchange any Securities of a series for a period of 15 days immediately preceding any date fixed for any selection of Securities of such series to be redeemed or to be exchanged for Capital Securities, and (ii) to register the transfer of or to exchange any Securities of a series, or portion thereof, selected for redemption or for exchange for Capital Securities, except the unredeemed or unexchanged portion of any Security being redeemed or exchanged in part. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company Corporation or the TrusteeSecurity registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Corporation and the Trustee Security registrar duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company Corporation or the Security registrar may require (except as otherwise provided in Sections 3.06, 4.06, 11.04 and 17.07) required payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company shall not be required to issueNotwithstanding any other provision of this Section 3.04, exchange or register a transfer of (a) any Securities of any series for a period of fifteen (15) days next preceding any selection of such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase unless and until it is exchanged in whole or in part exceptfor Securities in definitive form, in a Global Security representing all or a portion of the case Securities of any a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities evidenced in whole or in part by a Global Security, the Depositary may not sell, assign, transfer or otherwise convey any beneficial interest in a Global Security evidencing all or part of the Securities of such series unless such beneficial interest is in an amount equal to an authorized denomination for Securities of such series. If at any time the Depositary for the Securities of a series notifies the Corporation that it is unwilling or unable to continue as a Depositary for the Securities of such series or if at any time the Depositary for Securities of a series shall no longer be redeemedregistered or in good standing under the Securities Exchange Act of 1934, repurchased as amended, or repaid other applicable statute or regulation, the Corporation shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Corporation within 90 days after the Corporation receives such notice or becomes aware of such condition, the Corporation will execute, and the Trustee, upon the written request or authorization of any officer of the Corporation, will authenticate and deliver Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing Securities of such series in exchange for such Global Security or Global Securities. In the event that (i) the Corporation at any time and in its sole discretion determines that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Global Securities or (ii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default with respect to the Securities of any series, the Corporation will execute, and the Trustee, upon the written request or authorization of any officer of the Corporation, will authenticate and deliver Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Global Securities representing such series in exchange for such Global Security or Global Securities. If so established pursuant to Section 3.01 with respect to Securities of any series, the Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange, in whole or in part, for Securities of such series in definitive form on such terms as are acceptable to the portion thereof not to be so redeemedCorporation and such Depositary. Thereupon, repurchased or repaid.the Corporation shall execute and the Trustee shall authenticate and deliver, without charge,

Exchange and Registration of Transfer of Securities. Subject to Section 2.03(12), Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the principal corporate trust office or agencyof the Trustee, a Security Register (the “Security Register”) register for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities The Company shall cause to be exchanged shall be surrendered kept at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor Corporate Trust Office the Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and shall register the transfer of Securities as in this Article Two providedtransfers of Securities. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment surrender for registration of transfer of any Securities to the Security Registrar or any co-registrar, and satisfaction of a particular series at the requirements for such office or agencytransfer set forth in this Section 2.08 and in Section 2.10, the Company shall execute andexecute, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of such series for an equal any authorized denominations and of a like aggregate principal amount and stated maturitybearing such restrictive legends as may be required by this Indenture. Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Company pursuant to Section 3.02. 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 bearing registration numbers not contemporaneously outstanding. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation obligations of the Company and, with respect to any Guarantee, the GuarantorCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. All Securities presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange or registration of transfer of Securities, but the Company may require payment by the Holder of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewithrequired by law or permitted by this Indenture. The Neither the Company nor the Trustee nor any Security Registrar shall not be required to issueexchange, exchange issue or register a transfer of (a) any Securities of any series or portions thereof surrendered for a period of fifteen (15) days next preceding any selection of such Securities of such series conversion pursuant to be redeemed, repurchased, or repaid, Article 5 or (b) any Security of any such series selected Securities or portions thereof tendered for redemption, repayment or repurchase in whole or in part except, in the case of any such series (and not withdrawn) pursuant to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaidSection 7.01.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like an equal aggregate principal amount of Securities of other authorized denominations of such the same series. Securities to be exchanged shall be surrendered at the office Principal Office of the Trustee or at any agency to be designated and maintained by the Company Corporation for such purpose purpose, as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.025.02, and the Company Corporation shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. The Company (or its designated agent (Corporation shall keep at the “Security Registrar”)) shall keep, at such office or agency, Principal Office of the Trustee a Security Register (the “Security Register”) register in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall register provide for registration of Securities and shall register the transfer registration of transfers of Securities as in this Article Two Three provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register such register shall be open for inspection by the TrusteeTrustee and the Corporation. The Trustee is hereby appointed Security registrar for the purpose of registering Securities and registering the transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular series at such office or agencyagency and compliance in full with the conditions of this Section 3.04, the Company Corporation shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall applyexecute, the Guarantor Security registrar shall execute and the Company or the Security Registrar shall register register, and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company Corporation or the TrusteeSecurity registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Corporation and the Trustee Security registrar duly executed by, by the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a period of fifteen (15) days next preceding any selection of such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities that are of other authorized denominations of such seriesdenominations. Securities to be exchanged shall be surrendered at the any office or agency to be designated and maintained by the Company for such purpose by the Company, as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.025.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor therefore the Security or Securities of authorized denominations which the Holder Securityholder making the exchange shall be entitled to receive. Each agent of the Company appointed pursuant to Section 5.02 as a person authorized to register and register transfer of Securities is sometimes herein referred to as a "Security registrar." The Company (or its designated agent (the “Security Registrar”)) shall keep, at each such office or agencyagency of the Company maintained for such purpose, as provided in Section 5.02, a Security Register register hereunder (the “registers of all Security registrars being herein sometimes collectively referred to as the "Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and shall register the transfer of Securities as in this Article Two Three provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the times, such Security Register shall be open for inspection by the Trustee and any Security registrar other than the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at any such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series authorized denominations for an equal aggregate principal amount amount. Registration or registration of transfer of any Security by any Security registrar in the registry books maintained by such Security registrar, and stated maturitydelivery of such Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Security. The Company will at all times designate one Person (who may be the Company and who need not be a Security registrar) to act as repository of a master list of names and addresses of Holders of the Securities. The Trustee shall act as such repository unless and until some other Person is, by written notice from the Company to the Trustee and each Security registrar, designated by the Company to act as such. The Company shall cause each Security registrar to furnish to such repository, on a current basis, such information as such repository may reasonably request as to registrations, transfers, exchanges and other transactions effected by such registrar, as may be necessary or advisable to enable such repository to maintain such master list on as current a basis as is reasonably practicable. No Person shall at any time be appointed as or act as a Security registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations. All Securities presented to a Security registrar for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee such Security registrar duly executed by, by the registered Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company All Securities issued in exchange for or upon registration of transfer of Securities shall not be required valid obligations of the Company, evidencing the same debt, and entitled to issuethe same benefits under this Indenture, as the Securities surrendered for such exchange or register registration of transfer. None of the Trustee, any agent of the Trustee, any Paying Agent or the Company will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a transfer of (a) Global Security or for maintaining, supervising or reviewing any Securities of any series for a period of fifteen (15) days next preceding any selection of records relating to such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaidbeneficial ownership interests.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like an equal aggregate principal amount of Securities of other authorized denominations of such the same series. Securities to be exchanged shall be surrendered at the office Principal Office of the Trustee or at any agency to be designated and maintained by the Company Corporation for such purpose purpose, as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.025.02, and the Company Corporation shall execute and register register, and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. The Company (or its designated agent (Corporation shall keep at the “Security Registrar”)) shall keep, at such office or agency, Principal Office of the Trustee a Security Register (the “Security Register”) register in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall register provide for registration of Securities and shall register the transfer registration of transfers of Securities as in this Article Two Three provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register with reasonable prior notice such register shall be open for inspection by the TrusteeTrustee and the Corporation. The Trustee is hereby appointed Security registrar for the purpose of registering Securities and registering the transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular series at such office or agencyagency and compliance in full with the conditions of this Section 3.04, the Company Corporation shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall applyexecute, the Guarantor Security registrar shall execute and the Company or the Security Registrar shall register register, and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company Corporation or the TrusteeSecurity registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company Corporation and the Trustee Security registrar duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Unless otherwise specified with respect to the Securities of a specific series as contemplated by Section 3.01(10), if at any time a Depositary for any Securities of a series issued in global form notifies the Corporation that it is unwilling or unable to continue as Depositary for such Securities or if at any time a Depositary for any Securities of such series issued in global form shall no longer be eligible under the last clause of Section 3.01(10), the Corporation shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for such Securities is not appointed by the Corporation within 90 calendar days after the Corporation receives such notice or becomes aware of such ineligibility, or if an Event of Default with respect to such Securities has occurred and is continuing, such Securities shall, notwithstanding the terms of the Securities of such series established pursuant to Section 3.01(10), no longer be issued in global form and the Corporation will execute, and the Trustee, upon receipt of the Corporations written order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, in exchange for such global Security from the Depositary, Securities of such series in definitive form in authorized denominations, in an aggregate principal amount equal to the principal amount of each global Security previously delivered to such Depositary and having like terms and conditions. The Company shall not be required to issue, exchange or register a transfer of (a) Corporation may at any time and in its sole discretion determine that the Securities of any series issued in the form of a global Security shall no longer be represented by such global Security. In such event the Corporation will execute, and the Trustee, upon receipt of the Corporation's written order for a period the authentication and delivery of fifteen (15) days next preceding any selection definitive Securities of such series, will authenticated and deliver, in exchange for such global Security, Securities of such series in definitive form in authorized denominations, in an aggregate principal amount equal to the principal amount of the Securities no longer to be redeemedrepresented by such global Security and having like terms and conditions. If specified by the Corporation with respect to a series of Securities pursuant to Section 3.01(10), repurchased, or repaid, or (b) the Depositary for any Security Securities of any such series selected for redemption, repayment or repurchase represented by a global Security may surrender such global Security in exchange in whole or in part exceptfor definitive Securities of such series having like terms and conditions and in definitive form on such terms as are acceptable to the Corporation and such Depositary. At such Depositary's request the Corporation shall thereupon execute, and the Trustee shall authenticate and deliver, (i) to each person specified by such Depositary a new definitive Security or Securities of the same series, having like terms and conditions and in any authorized denomination as requested by such person in aggregate principal amount equal to and in exchange for such person's beneficial interest in the case global Security so surrendered and (ii) to such Depositary a new global Security which is of any like terms and conditions and in a denomination equal to the difference, if any, between the principal amount of the surrendered global Security and the aggregate principal amount of definitive Securities delivered to each such series person as provided in clause(i). Such Securities in definitive form issued pursuant to the preceding paragraphs of this Section 3.04 shall be redeemedregistered in such names and in such authorized denominations as the Depositary, repurchased pursuant to instructions from its direct or repaid in partindirect participants, or otherwise, shall instruct the Corporation. After authentication, the portion thereof not Trustee shall deliver such definitive Securities to be the persons in whose names such Securities are so redeemed, repurchased or repaidregistered.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the Principal Office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security at the principal office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the designated corporate trust office or agencyof the Trustee, a Security Register register for the Securities issued hereunder (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register ownership and transfer of ownership of all Securities and shall register the transfer of all Securities as in this Article Two II provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, exchange shall (if so required by the Company Company, the Trustee or the TrusteeAuthenticating Agent) be duly endorsed by, or be accompanied by by, a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the Holder of such Security or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Neither the Company nor the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any selection the date of such Securities mailing of such series to be redeemed, repurchased, or repaida notice of redemption of Securities, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such series Securities to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be so redeemed. Notwithstanding the foregoing, repurchased or repaidSecurities may not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF OR (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) OR (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY. BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a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’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF. AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the Principal Office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security at the principal office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the designated corporate trust office or agencyof the Trustee, a Security Register register for the Securities issued hereunder (the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register ownership and transfer of ownership of all Securities and shall register the transfer of all Securities as in this Article Two II provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, exchange shall (if so required by the Company Company, the Trustee or the TrusteeAuthenticating Agent) be duly endorsed by, by or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the Holder of such Security or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Neither the Company nor the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any selection the date of such Securities mailing of such series to be redeemed, repurchased, or repaida notice of redemption of Securities, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such series Securities to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be so redeemed. Notwithstanding the foregoing, repurchased or repaidSecurities may not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a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i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the Principal Office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security at the principal office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the designated corporate trust office or agencyof the Trustee, a Security Register register for the Securities issued hereunder (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register ownership and transfer of ownership of all Securities and shall register the transfer of all Securities as in this Article Two II provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, exchange shall (if so required by the Company Company, the Trustee or the TrusteeAuthenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the Holder of such Security or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Neither the Company nor the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any selection the date of such Securities mailing of such series to be redeemed, repurchased, or repaida notice of redemption of Securities, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such series Securities to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be so redeemed. Notwithstanding the foregoing, repurchased or repaidSecurities may not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURIT1ES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a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’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities The Company shall cause to be exchanged shall be surrendered kept at the office or agency to be designated and maintained by Corporate Trust Office the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities and shall register the transfer of Securities as in this Article Two providedtransfers of Securities. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable reasonably prompt period of time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment surrender for registration of transfer of any Security Securities to the Registrar or any co-registrar, and satisfaction of a particular series at the requirements for such office or agencytransfer set forth in this Section 2.08 and in Section 2.10, the Company shall execute andexecute, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Security or Securities of such series for an equal any authorized denominations and of a like aggregate principal amount and stated maturitybearing such restrictive legends as may be required by this Indenture. Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture, upon surrender of the Securities to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. 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 bearing registration numbers not contemporaneously outstanding. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation obligations of the Company and, with respect to any Guarantee, the GuarantorCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. All Securities presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange or registration of transfer of Securities, but the Company may require payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewithwith any registration of transfer or exchange of Securities as a result of the name of the Holder of the new Securities issued upon such exchange of Securities being different from the name of the Holder of the old Securities surrendered for such exchange. The Neither the Company nor the Trustee nor any Registrar shall not be required to issueexchange, exchange issue or register a transfer of (a) any Securities of any series or portions thereof surrendered for a period of fifteen (15) days next preceding any selection of such Securities of such series conversion pursuant to be redeemed, repurchased, or repaid, Article 10 or (b) any Security of any such series selected Securities or portions thereof surrendered for redemption, repayment or repurchase in whole or in part except, in the case of any such series (and not withdrawn) pursuant to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaidSection 3.04.

Exchange and Registration of Transfer of Securities. Securities of any series (except for Global Securities, which may only be exchanged in limited circumstances described below) may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Unless otherwise established as contemplated by Section 3.01, Securities to be exchanged shall be surrendered at any of the office offices or agency to be designated and maintained by agencies of the Company maintained as provided in Section 12.02 hereof for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02purpose, and the Company shall execute and register register, or cause to be registered, and the Trustee shall authenticate and deliver deliver, or cause to be authenticated and delivered, in exchange therefor the Security or Securities which the Holder making the such exchange shall be entitled to receive. The Unless otherwise established as contemplated by Section 3.01, the Company (shall keep at the office or its designated agent agency in the same city in which the Corporate Trust Office of the Trustee is located, a register for the Securities of each series issued hereunder (the “Security Registrar”)) shall keep, register maintained at such office or agency, agency and at any other office or agency of the Company in a Security Register (Place of Payment being herein collectively referred to as the “Security "Securities Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register provide for the registration of Securities of such series and shall register the registration of transfer of such Securities as provided in this Article Two providedArticle. The Security Such Securities Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times The Trustee is hereby initially appointed "Securities Registrar" for the Security Register shall be open for inspection by the Trusteepurpose of registering Securities and registering transfers of Securities as herein provided. Upon due presentment for registration of transfer of any Security of a particular any series at any of the offices or agencies of the Company maintained as provided in Section 12.02 hereof for such office or agencypurpose, the Company shall execute andand register, with respect or cause to any series of Securities to which the provisions of Article Fifteen shall applybe registered, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, or cause to be authenticated and delivered, in the name of the transferee or transferees a new Security or Securities of such the same series in authorized denominations for an equal aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof Every Security issued upon any registration of transfer or exchange of Securities pursuant to this Section 3.05 shall be the valid obligation of the Company and, with respect to any Guarantee, the GuarantorCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security or Securities surrendered upon registration of such transfer or exchange. All Securities presented for registration of transfer or for exchange, redemption or payment shall (if so required by the Company, the Trustee or the Securities Registrar) be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in form satisfactory to the Company, the Trustee and the Securities Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of 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 therewithwith any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.07, 4.07 or 11.07 hereof not involving any transfer. The Company shall not be required (a) to issue, exchange or register a the transfer of (a) or exchange any Securities Security of any series for during a period beginning at the opening of fifteen (15) business 15 days next preceding any selection before the day of such the mailing of a notice of redemption of Securities of such series to be redeemed, repurchased, or repaid, and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Security of any such series selected for redemption, repayment or repurchase redemption in whole or in part part, except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be so redeemed. Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a custodian therefor, repurchased and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding the foregoing and except as otherwise specified as contemplated by Section 3.01, no Global Security shall be registered for transfer or repaid.exchange, or authenticated or delivered, pursuant to this Section 3.05 or Sections

Exchange and Registration of Transfer of Securities. Subject to Section 2.03(a)(15), Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company and the Guarantor shall execute and execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article Two provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular any series at such the principal corporate trust office of the Trustee or at any office or agencyagency of the Company maintained for such purpose as provided in Section 3.02, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, and the Guarantor shall execute and execute, the Company or the Security Registrar Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal a like aggregate principal amount and stated maturityamount. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange Registration or registration of transfer of Securities, but any Security by the Trustee or by any agent of the Company may require payment appointed pursuant to Section 3.02, and delivery of a sum sufficient such Security, shall be deemed to cover any tax complete the registration or other governmental charge that may be imposed in connection therewithregistration of transfer of such Security. The Company or the Trustee shall not be required keep, at the principal corporate trust office of the Trustee, a register (the "Security Register") for each series of Securities issued hereunder in which, subject to issuesuch reasonable regulations as it may prescribe, exchange the Company or the Trustee shall register a all Securities and shall register the transfer of (a) any all Securities of any series for a period of fifteen (15) days next preceding any selection of such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase as in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaid.this Article II

Exchange and Registration of Transfer of Securities. Except as set forth in Section 2.12, Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article Two provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a period of fifteen (15) days next preceding any selection of such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Subject to Section 2.03, Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver make available for delivery in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and make available for delivery in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the principal corporate trust office or agencyof the Trustee, a Security Register (the “Security Register”) register for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company or the TrusteeTrustee or the Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any the date of selection of such Securities of such series to be redeemed, repurchased, or repaidfor redemption, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the Principal Office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security at the principal office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company or the Trustee shall execute and register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the designated corporate trust office or agencyof the Trustee, a Security Register register for the Securities issued hereunder (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register ownership and transfer of ownership of all Securities and shall register the transfer of all Securities as in this Article Two II provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, exchange shall (if so required by the Company Company, the Trustee or the TrusteeAuthenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and either the Trustee or the Authenticating Agent duly executed by, the Holder of such Security or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Neither the Company nor the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any selection the date of such Securities mailing of such series to be redeemed, repurchased, or repaida notice of redemption of Securities, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such series Securities to be redeemed, repurchased or repaid redeemed in part, the portion thereof not to be so redeemed. Notwithstanding the foregoing, repurchased or repaidSecurities may not be transferred prior to the Resale Restriction Termination Date except in compliance with the legend set forth below, unless otherwise determined by the Company in accordance with applicable law, which legend shall be placed on each Security: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a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’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

Exchange and Registration of Transfer of Securities. Subject to Section 2.03(a)(15), Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall may be surrendered at the principal corporate trust office of the Trustee or at any office or agency to be designated and maintained by the Company for such purpose as provided in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.023.02, and the Company and the Guarantor shall execute and execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Upon due presentment for registration of transfer of any Security of any series at the principal corporate trust office of the Trustee or at any office or agency of the Company maintained for such purpose as provided in Section 3.02, the Company and the Guarantor shall execute, the Company or the Trustee shall register and the Trustee or the Authenticating Agent shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series for a like aggregate principal amount. Registration or registration of transfer of any Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02, and delivery of such Security, shall be deemed to complete the registration or registration of transfer of such Security. The Company (or its designated agent (the “Security Registrar”)) Trustee shall keep, at such the principal corporate trust office or agencyof the Trustee, a Security Register register (the “Security Register”"SECURITY REGISTER") for each series of Securities issued hereunder in which, subject to such reasonable regulations as it may prescribe, the Company or the Trustee shall register all Securities and shall register the transfer of all Securities as in this Article Two II provided. The Security Register Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase exchange or repayment, as the case may be, payment shall (if so required by the Company Company, the Trustee or the TrusteeAuthenticating Agent) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee or the Authenticating Agent duly executed by, the Holder holder of such Security or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax tax, fee or other governmental charge that may be imposed in connection therewith. The Company or the Trustee shall not be required to issue, exchange or register a transfer of (a) any Securities of any series Security for a period of fifteen (15) 15 days next preceding any selection the date of such mailing of a notice of redemption of Securities of such series to be redeemed, repurchased, or repaidseries, or (b) any Security Securities of any such series selected selected, called or being called for redemption, repayment or repurchase redemption in whole or in part exceptpart, except in the case of any such Securities of any series to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed, repurchased or repaid.

Exchange and Registration of Transfer of Securities. Registered Securities of any series may be exchanged for a like aggregate principal amount of Registered Securities of other authorized denominations of such series. Registered Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (If the “Security Registrar”)) shall keepSecurities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to Section 2.01, at such office or agencythe option of the Holder thereof, a Security Register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Unregistered Securities and shall register the transfer of Securities as in this Article Two provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or may be exchanged for Registered Securities of such series for an equal of any authorized denominations and of a like aggregate principal amount and stated maturity. All Securities presented for registration amount, upon surrender of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of such Unregistered Securities to which be exchanged at the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation agency of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge that shall be made maintained for any exchange or registration of transfer of Securitiessuch purpose in accordance with Section 4.02, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a period of fifteen (15) days next preceding any selection of such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part exceptwith, in the case of Unregistered Securities that are Coupon Securities, all unmatured coupons and all matured coupons in default thereto appertaining. At the option of the Holder thereof, if Unregistered Securities of any series are issued in more than one authorized denomination, except as otherwise specified pursuant to Section 2.01, such Unregistered Securities may be exchanged for Unregistered Securities of such series of other authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be redeemed, repurchased exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02 or repaid in part, the portion thereof not to be so redeemed, repurchased or repaid.as specified pursuant to

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities to be exchanged The --------------------------------------------------- Issuer shall be surrendered keep, at the office or agency to be designated and maintained by the Company Trustee for such purpose (herein referred to as the "Security Registrar" or the "Security Co-Registrar") in the City of Chicago or the Borough of Manhattan, The City of New York, as provided in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency4.12, a Security Register register (herein sometimes referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall register provide for the registration of the Securities and shall register the transfer registration of Securities transfers thereof as in this Article Two provided. Upon written notice to the Trustee and any acting Security Registrar, the Issuer may appoint a successor Security Registrar for such purposes. The Issuer may appoint one or more Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable timeCo-Registrars for such purposes. At all reasonable times the times, any Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such the office or agencyagency of any Security Registrar or any Security Co-Registrar, the Company Issuer shall execute andexecute, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver deliver, in the name of the transferee or transferees a transferees, one or more new Security or Securities of such series like tenor of any authorized denominations for an equal aggregate principal amount and stated maturityequal to the then current principal balance of the Security presented for registration of transfer. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repaymentpayment, as the case may be, shall (if so required by the Company Issuer or the TrusteeTrustee or the Security Registrar or any Security Co-Registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of assignment and transfer in form satisfactory to the Company and the Trustee Person imposing such requirement duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of SecuritiesSecurities (except the costs of mailing), but the Company Issuer may require payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in connection therewith. The Company Issuer shall not be required to issue, exchange or register a the transfer of (a) any Securities of called for redemption or any series Securities for a period of fifteen (15) days next preceding any before a selection of such Securities of such series to be redeemed, repurchased, or repaid, or (b) . Upon delivery by any Security Registrar or Security Co-Registrar of any such series selected a Security in exchange for redemptiona Security surrendered to it in accordance with the provisions of this Indenture, repayment or repurchase in whole or in part exceptthe Security so delivered shall, for all purposes of this Indenture, be deemed to be fully registered in the case Security Register; provided, however, that in making any determination as to the identity of any such series to be redeemed, repurchased or repaid in part-------- ------- Persons who are Ho1ders of Securities, the portion thereof not Trustee shall, subject to the provisions of Section 7.01, be so redeemed, repurchased or repaidfully protected in relying on the Security Register.

Exchange and Registration of Transfer of Securities. Securities of any series may be exchanged for a like aggregate principal amount of Securities of the same series of other authorized denominations of such seriesdenominations. Securities to be exchanged shall be surrendered surrendered, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02 or at any of such other offices or agencies as may be designated and maintained by the Company for such purpose in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange shall be entitled to receive. Each person designated by the Company pursuant to the provisions of Section 4.02 as a person authorized to register and register transfer of the Securities is sometimes herein referred to as a “Security registrar”. The Company (or its designated agent (the “Security Registrar”)) shall keep, at each such office or agency, a register for each series of Securities issued hereunder (the registers of all Security Register (registrars being herein sometimes collectively referred to as the “Security Registerregister” or the “registry books of the Company”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as provided in this Article Two providedTwo. The Security Register register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register register shall be open for inspection by the Trustee and any Security registrar other than the Trustee. Upon due presentment for registration or registration of transfer of any Security of a particular any series at such any designated office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such the same series for an equal aggregate principal amount amount. Registration or registration of transfer of any Security by any Security registrar in the registry books of the Company maintained by such Security registrar, and stated maturitydelivery of such Security, duly authenticated, shall be deemed to complete the registration or registration of transfer of such Security. No person shall at any time be designated as or act as a Security registrar unless such person is at such time empowered under applicable law to act as such under and to the extent required by applicable law and regulations. All Securities presented for registration of transfer or for exchange, redemption, repurchase redemption or repayment, as the case may be, payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Company and the Trustee duly executed by, the Holder holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer 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 therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a the period of fifteen (15) 15 days next preceding any before the selection of such Securities of such that series to be redeemed, repurchased, or repaidredeemed and thereafter until the date of the mailing of a notice of redemption of Securities of that series selected for redemption, or (b) any Security of any such series selected Securities selected, called or being called for redemption, repayment or repurchase redemption in whole or in part except, in the case of any such series Security to be redeemed, repurchased or repaid redeemed in part, the portion thereof not so to be so redeemed. The provisions of clauses (1), repurchased or repaid.(2), (3), (4), (5), (6) and (7) below shall apply only to Global Securities: