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

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 Corporation for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Corporation shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities 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 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 Corporation shall register Securities and shall register the transfer of Registered Securities as provided in this Article II. 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 Corporation shall execute and the 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. Unregistered Securities (except for any temporary bearer Securities) and Coupons shall be transferable by delivery. All Securities presented for registration of transfer or for exchange, redemption or payment, as the case may be, shall (if so required by the Corporation or the Trustee) be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in form satisfactory to the Corporation and the Trustee duly executed by the Holder or his, her or its attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Registered Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Corporation shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of fifteen days next preceding any selection of Registered Securities of such series to be redeemed, or (b) any Security of any such series selected for redemption except in the case of any such series to be 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, neither 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. Registered securities 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 Corporation Company for such purpose in the Borough of ManhattanDetroit, The City of New York, Michigan in accordance with the provisions of Section 4.02, and the Corporation Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities that which the Holder making the exchange shall have been 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 Corporation 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 coupons and all matured Coupons 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 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 coupons and all matured Coupons 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 exchange, the Corporation Company shall execute, and the Trustee shall authenticate and deliver, the Securities that which the Holder making the exchange is entitled to receive. The Corporation 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 Corporation Company shall register Securities and shall register the transfer of Registered Securities as provided in this Article IITwo 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 Corporation Company shall execute and the Corporation 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. 23 16 Unregistered Securities (except for any temporary bearer Securities) and Coupons coupons shall be transferable by delivery. All Securities presented for registration of transfer or for exchange, redemption or payment, as the case may be, shall (if so required by the Corporation Company or the Trustee) be duly endorsed by, or be accompanied by, by a written instrument or instruments of transfer in form satisfactory to the Corporation Company and the Trustee duly executed by by, the Holder or his, her or its his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Registered Securities, but the Corporation Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Corporation Company shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of fifteen days next preceding any selection of such Registered Securities of such series to be redeemed, or (b) any Security of any such series selected for redemption except except, in the case of any such series to be 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, neither the Corporation 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 Corporation Company (including the inability of the Corporation 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. Notwithstanding any other provision of this Section 2.05 to the contrary, unless and until it is exchanged in whole or in part for Securities in definitive registered form without coupons, a Global Security representing all or a portion of the Securities of 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. If at any time the Depositary for the Securities of a series represented by one or more Global Securities notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for such Securities shall no longer be eligible under Section 2.03, the Company shall appoint a successor Depositary with respect to the Securities. If (i) the Depositary for Securities of a series represented by one or more Global Securities is at any time unwilling or unable to continue as Depositary or the Depositary for the Securities of such series ceases to be a clearing agency registered under the Securities Exchange Act of 1934 and a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility or (ii) the 24 17 Company executes and delivers to the Trustee an order to the effect 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 Securities, the Company's election pursuant to Section 2.01 that the Securities of such series be represented by one or more Global Securities shall no longer be effective with respect to the Securities of such series, and the Company shall execute, and the Trustee, upon receipt of an order of the Company for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Securities in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 2.01 with respect to a series of Securities represented by a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series in definitive registered form without coupons on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an order for the authentication and delivery of definitive Securities of such series shall authenticate and deliver, without service charge, (i) to the Persons specified by such Depositary a new Security or Securities of the same series, of any authorized denominations as requested by such Person, in an 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 in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (i) above. Upon the exchange of a Global Security for Securities in definitive registered form without coupons, in authorized denominations, such Global Security shall be cancelled by the Trustee. Securities in definitive registered form without coupons issued in exchange for a Global Security pursuant to this Section 2.05 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. SECTION 2.06.

Exchange and Registration of Transfer of Securities. Registered securities Securities of any series Tranche (other than a Registered Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same Tranche of other authorized denominations. Unregistered Securities will not be issuable in exchange for Registered Securities. Unregistered Securities of any Tranche (with all unmatured Coupons, if any, and all matured Coupons, if any, then in default, attached thereto) may be exchanged for Registered Securities of the same Tranche of any authorized denominations and in an equal aggregate principal amount. Unregistered Securities surrendered in exchange for Registered Securities after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such seriesoffice on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the Coupon relating to such date for payment of interest. Registered Securities to be exchanged pursuant to the preceding two paragraphs shall be surrendered surrendered, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Corporation Company for such purpose in 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 Corporation Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities that which the Holder Securityholder making the exchange shall have been be entitled to receive. If 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." Unregistered Securities in definitive form of any series are issued Tranche will be exchangeable for Unregistered Securities in both registered and unregistered formdefinitive form of the same Tranche in other authorized denominations, except as otherwise specified pursuant in an equal aggregate principal amount. Unregistered Securities to Section 2.01be so exchanged shall be surrendered, at the option of the Holder holders 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 either at the office or agency of designated and maintained by the Corporation that shall be maintained Company for such purpose outside the United States in accordance with the provisions of Section 4.02, with, in or at 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 office of any series are issued in more than one authorized denominationagent appointed by the Company to perform such service, 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 Company 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, execute and the Trustee shall authenticate and deliver, or cause to be authenticated and delivered, in exchange therefor the Unregistered Security or Securities that which the Holder Securityholder making the exchange is shall be entitled to receive. The Corporation or its designated agent (the "Security Registrar") Company shall keep, at each such office or agency, a register for each Tranche of Registered 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 Corporation Company shall register Registered Securities and shall register the transfer of Registered Securities as provided in this Article IITwo. 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 Registered Security of a particular series any Tranche at such any designated office or agency, the Corporation Company shall execute and the 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 the same Tranche for an equal aggregate principal amount. Unregistered Securities (except for Registration or registration of transfer of any temporary bearer Securities) Registered Security by any Security registrar in the registry books of the Company maintained by such Security registrar, and Coupons delivery of such Registered Security, duly authenticated, shall be transferable deemed to complete the registration or registration of transfer of such Registered 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 Registered Securities. The Company shall act as such repository unless and until some other Person is, by deliverywritten 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 and duly registered to act as such under and to the extent required by applicable law and regulations. All Registered Securities presented for registration of transfer or for exchange, redemption redemption, repayment or payment, as the case may be, payment shall (if so required by the Corporation Company or the Trustee) be duly endorsed by, or be accompanied by, by a written instrument or instruments of transfer or exchange in form satisfactory to the Corporation Company and the Trustee duly executed by by, the Holder holder or his, her or its his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Registered Securities, but the Corporation Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Corporation Company shall not be required (i) to exchange or issue, register a the transfer of (a) any Registered or exchange Securities of any series to be redeemed for a period of fifteen calendar days next preceding any selection the first publication of the relevant notice of redemption, or if Registered Securities are Outstanding and there is no publication, the mailing of such series to be redeemedthe relevant notice of redemption, or (bii) to register the transfer of or exchange any Security Registered Securities selected for redemption, in whole or in part, except the unredeemed portion of any such series Registered Securities being redeemed in part, or (iii) to exchange any Unregistered Securities selected for redemption except that such Unregistered Securities may be exchanged for Registered Securities of like tenor, provided that such Registered Securities shall be simultaneously surrendered for redemption or (iv) to register the transfer of or exchange any Securities surrendered for optional repayment, in whole or in part. Unregistered Securities and any Coupons appertaining thereto will be transferable by delivery. Notwithstanding any other provision of this Section 2.06, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the case Securities of a Tranche may not be transferred except as a whole by the Depositary or the Common Depositary for such Tranche to a nominee of such Depositary or Common Depositary or by a nominee of such Depositary or Common Depositary to such Depositary or Common Depositary or another nominee of such Depositary or Common Depositary or any such series nominee to a successor Depositary or Common Depositary for such Tranche or a nominee of such successor Depositary or Common Depositary. If at any time the Depositary for the Securities of a Tranche notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such Tranche or if at any time the Depositary for Securities of a Tranche shall no longer be redeemed registered or in partgood standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the portion thereof not to be so redeemed. Notwithstanding anything herein or Company shall appoint a successor Depositary registered and in the terms of any series of Securities good standing as aforesaid with respect to the contrarySecurities of such Tranche. If a successor Depositary for the Securities of such Tranche is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, neither the Corporation nor Company will execute and the Trustee (which shall rely on Trustee, upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities of such Tranche, will authenticate and deliver Securities of such Tranche in definitive registered form without Coupons, in any authorized denominations, in an Opinion aggregate principal amount equal to the aggregate principal amount of Counsel) the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Company may at any time and in its sole discretion, subject to the procedures of the Depositary, determine that Registered Securities issued in the form of one or more Registered Global Securities shall no longer be required to exchange any Unregistered Security for represented by a Registered Global Security if or Securities. In such exchange would result event the Company will execute and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities, will authenticate and deliver Securities of the same Tranche in adverse Federal income tax consequences definitive registered form without Coupons, in any authorized denominations, in an aggregate principal amount equal to the Corporation (including the inability aggregate principal amount of the Corporation Registered Global Security or Securities in exchange for such Registered Global Security or Securities. If specified by the Company pursuant to deduct from its income, as computed for Federal income tax purposesSection 2.02 with respect to Securities represented by a Registered Global Security, the interest payable Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same Tranche in definitive registered form on any Securities) under then applicable United States Federal income tax laws.such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge:

Exchange and Registration of Transfer of Securities. Registered securities Securities of any series Tranche (other than a Registered Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same Tranche of other authorized denominations. Unregistered Securities will not be issuable in exchange for Registered Securities. Unregistered Securities of any Tranche (with all unmatured Coupons, if any, and all matured Coupons, if any, then in default, attached thereto) may be exchanged for Registered Securities of the same Tranche of any authorized denominations and in an equal aggregate principal amount. Unregistered Securities surrendered in exchange for Registered Securities after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such seriesoffice on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the Coupon relating to such date for payment of interest. Registered Securities to be exchanged pursuant to the preceding two paragraphs shall be surrendered surrendered, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Corporation Company for such purpose in 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 Corporation Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities that which the Holder Securityholder making the exchange shall have been be entitled to receive. If 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." Unregistered Securities in definitive form of any series are issued Tranche will be exchangeable for Unregistered Securities in both registered and unregistered formdefinitive form of the same Tranche in other authorized denominations, except as otherwise specified pursuant in an equal aggregate principal amount. Unregistered Securities to Section 2.01be so exchanged shall be surrendered, at the option of the Holder holders 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 either at the office or agency of designated and maintained by the Corporation that shall be maintained Company for such purpose outside the United States in accordance with the provisions of Section 4.02, with, in or at 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 office of any series are issued in more than one authorized denominationagent appointed by the Company to perform such service, 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 Company 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, execute and the Trustee shall authenticate and deliver, or cause to be authenticated and delivered, in exchange therefor the Unregistered Security or Securities that which the Holder Securityholder making the exchange is shall be entitled to receive. The Corporation or its designated agent (the "Security Registrar") Company shall keep, at each such office or agency, a register for each Tranche of Registered 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 Corporation Company shall register Registered Securities and shall register the transfer of Registered Securities as provided in this Article IITwo. 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 Registered Security of a particular series any Tranche at such any designated office or agency, the Corporation Company shall execute and the 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 the same Tranche for an equal aggregate principal amount. Unregistered Securities (except for Registration or registration of transfer of any temporary bearer Securities) Registered Security by any Security registrar in the registry books of the Company maintained by such Security registrar, and Coupons delivery of such Registered Security, duly authenticated, shall be transferable deemed to complete the registration or registration of transfer of such Registered 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 Registered Securities. The Company shall act as such repository unless and until some other Person is, by deliverywritten 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 and duly registered to act as such under and to the extent required by applicable law and regulations. All Registered Securities presented for registration of transfer or for exchange, redemption redemption, repayment or payment, as the case may be, payment shall (if so required by the Corporation Company or the Trustee) be duly endorsed by, or be accompanied by, by a written instrument or instruments of transfer or exchange in form satisfactory to the Corporation Company and the Trustee duly executed by by, the Holder holder or his, her or its his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Registered Securities, but the Corporation Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Corporation Company shall not be required (i) to exchange or issue, register a the transfer of (a) any Registered or exchange Securities of any series to be redeemed for a period of fifteen calendar days next preceding any selection the first publication of the relevant notice of redemption, or if Registered Securities are Outstanding and there is no publication, the mailing of such series to be redeemedthe relevant notice of redemption, or (bii) to register the transfer of or exchange any Security Registered Securities selected for redemption, in whole or in part, except the unredeemed portion of any such series Registered Securities being redeemed in part, or (iii) to exchange any Unregistered Securities selected for redemption except that such Unregistered Securities may be exchanged for Registered Securities of like tenor, provided that such Registered Securities shall be simultaneously surrendered for redemption or (iv) to register the transfer of or exchange any Securities surrendered for optional repayment, in whole or in part. Unregistered Securities and any Coupons appertaining thereto will be transferable by delivery. Notwithstanding any other provision of this Section 2.06, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a Tranche may not be transferred except as a whole by the Depositary for such Tranche 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 Tranche or a nominee of such successor Depositary. If at any time the Depositary for any Registered Securities of a Tranche represented by one or more Registered Global Securities notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under Section 2.03, the Company shall appoint a successor Depositary eligible under Section 2.03 with respect to such Registered Securities. If a successor Depositary eligible under Section 2.03 for such Registered Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election pursuant to Section 2.02 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Company will execute, and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities of such Tranche, will authenticate and deliver Securities of such Tranche in definitive registered form without Coupons, in any authorized denominations, in an aggregate principal amount equal to the aggregate principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Company may at any time and in its sole discretion determine that Registered Securities issued in the case form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Company will execute and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities, will authenticate and deliver Securities of the same Tranche in definitive registered form without Coupons, in any authorized denominations, in an aggregate principal amount equal to the aggregate principal amount of the Registered Global Security or Securities in exchange for such series Registered Global Security or Securities. If specified by the Company pursuant to be redeemed in partSection 2.02 with respect to Securities represented by a Registered Global Security, the portion thereof not to be so redeemed. Notwithstanding anything herein Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same Tranche in definitive registered form on such terms of any series of Securities as are acceptable to the contraryCompany and such Depositary. Thereupon, neither the Corporation nor Company shall execute, and the Trustee (which shall rely on an Officers' Certificate authenticate 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 incomedeliver, as computed for Federal income tax purposes, the interest payable on any Securities) under then applicable United States Federal income tax laws.without service charge:

Exchange and Registration of Transfer of Securities. Registered securities 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 Corporation Issuer for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.025.02, and the Corporation Issuer shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities that which the Holder making the exchange shall have been 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 Corporation Issuer that shall be maintained for such purpose in accordance with Section 4.025.02, 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 Issuer that shall be maintained for such purpose in accordance with Section 4.02 5.02 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 exchange, the Corporation Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities that which the Holder making the exchange is entitled to receive. The Corporation Issuer (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 Corporation Issuer shall register Securities and shall register the transfer of Registered Securities as provided in this Article IITwo 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 Corporation Issuer shall execute and the Corporation Issuer 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. Unregistered Securities (except for any temporary bearer Securities) and Coupons shall be transferable by delivery. All Securities presented for registration of transfer or for exchange, redemption or payment, as the case may be, shall (if so required by the Corporation Issuer or the Trustee) be duly endorsed by, or be accompanied by, by a written instrument or instruments of transfer in form satisfactory to the Corporation Issuer and the Trustee duly executed by by, the Holder or his, her or its his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Registered Securities, but the Corporation Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Corporation Issuer shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of fifteen days next preceding any selection of such Registered Securities of such series to be redeemed, or (b) any Security of any such series selected for redemption except in the case of any such series to be redeemed in part, the portion thereof not to be so redeemed. All Securities issued upon any transfer or exchange of Securities shall have a Guarantee or Guarantees endorsed thereon and shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange. Notwithstanding anything herein or in the terms of any series of Securities to the contrary, neither the Corporation Issuer 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 Issuer (including the inability of the Corporation Issuer 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. Registered securities Securities of any series Tranche (other than a Registered Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same Tranche of other authorized denominations. Unregistered Securities will not be issuable in exchange for Registered Securities. Unregistered Securities of any Tranche (with all unmatured Coupons, if any, and all matured Coupons, if any, then in default, attached thereto) may be exchanged for Registered Securities of the same Tranche of any authorized denominations and in an equal aggregate principal amount. Unregistered Securities surrendered in exchange for Registered Securities after the close of business on (i) any record date with respect to any regular payment of interest and before the opening of business at such seriesoffice on the relevant interest payment date or (ii) any record date to be established for the payment of defaulted interest and before the opening of business on the related proposed date for payment of defaulted interest, shall be surrendered without the Coupon relating to such date for payment of interest. Registered Securities to be exchanged pursuant to the preceding two paragraphs shall be surrendered surrendered, at the option of the holders thereof, either at the office or agency to be designated and maintained by the Corporation Company for such purpose in 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 Corporation Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities that which the Holder Securityholder making the exchange shall have been be entitled to receive. If 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." Unregistered Securities in definitive form of any series are issued Tranche will be exchangeable for Unregistered Securities in both registered and unregistered formdefinitive form of the same Tranche in other authorized denominations, except as otherwise specified pursuant in an equal aggregate principal amount. Unregistered Securities to Section 2.01be so exchanged shall be surrendered, at the option of the Holder holders 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 either at the office or agency of designated and maintained by the Corporation that shall be maintained Company for such purpose outside the United States in accordance with the provisions of Section 4.02, with, in or at 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 office of any series are issued in more than one authorized denominationagent appointed by the Company to perform such service, 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 Company 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, execute and the Trustee shall authenticate and deliver, or cause to be authenticated and delivered, in exchange therefor the Unregistered Security or Securities that which the Holder Securityholder making the exchange is shall be entitled to receive. The Corporation or its designated agent (the "Security Registrar") Company shall keep, at each such office or agency, a register for each Tranche of Registered 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 Corporation Company shall register Registered Securities and shall register the transfer of Registered Securities as provided in this Article IITwo. 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 Registered Security of a particular series any Tranche at such any designated office or agency, the Corporation Company shall execute and the 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 the same Tranche for an equal aggregate principal amount. Unregistered Securities (except for Registration or registration of transfer of any temporary bearer Securities) Registered Security by any Security registrar in the registry books of the Company maintained by such Security registrar, and Coupons delivery of such Registered Security, duly authenticated, shall be transferable deemed to complete the registration or registration of transfer of such Registered 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 Registered Securities. The Company shall act as such repository unless and until some other Person is, by deliverywritten 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 and duly registered to act as such under and to the extent required by applicable law and regulations. All Registered Securities presented for registration of transfer or for exchange, redemption redemption, repayment or payment, as the case may be, payment shall (if so required by the Corporation Company or the Trustee) be duly endorsed by, or be accompanied by, by a written instrument or instruments of transfer or exchange in form satisfactory to the Corporation Company and the Trustee duly executed by by, the Holder holder or his, her or its his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Registered Securities, but the Corporation Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Corporation Company shall not be required (i) to exchange or issue, register a the transfer of (a) any Registered or exchange Securities of any series to be redeemed for a period of fifteen calendar days next preceding any selection the first publication of the relevant notice of redemption, or if Registered Securities are Outstanding and there is no publication, the mailing of such series to be redeemedthe relevant notice of redemption, or (bii) to register the transfer of or exchange any Security Registered Securities selected for redemption, in whole or in part, except the unredeemed portion of any such series Registered Securities being redeemed in part, or (iii) to exchange any Unregistered Securities selected for redemption except that such Unregistered Securities may be exchanged for Registered Securities of like tenor, provided that such Registered Securities shall be simultaneously surrendered for redemption or (iv) to register the transfer of or exchange any Securities surrendered for optional repayment, in whole or in part. Unregistered Securities and any Coupons appertaining thereto will be transferable by delivery. Notwithstanding any other provision of this Section 2.06, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a Tranche may not be transferred except as a whole by the Depositary or the Common Depositary for such Tranche to a nominee of such Depositary or Common Depositary or by a nominee of such Depositary or Common Depositary to such Depositary or Common Depositary or another nominee of such Depositary or Common Depositary or any such nominee to a successor Depositary or Common Depositary for such Tranche or a nominee of such successor Depositary or Common Depositary. If at any time the Depositary for the Securities of a Tranche notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such Tranche or if at any time the Depositary for Securities of a Tranche shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary registered and in good standing as aforesaid with respect to the Securities of such Tranche. If a successor Depositary for the Securities of such Tranche is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, the Company will execute and the Trustee, upon receipt of an Officers? Certificate for the authentication and delivery of definitive Securities of such Tranche, will authenticate and deliver Securities of such Tranche in definitive registered form without Coupons, in any authorized denominations, in an aggregate principal amount equal to the aggregate principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities. The Company may at any time and in its sole discretion, subject to the procedures of the Depositary, determine that Registered Securities issued in the case form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Company will execute and the Trustee, upon receipt of an Officer's Certificate for the authentication and delivery of definitive Securities, will authenticate and deliver Securities of the same Tranche in definitive registered form without Coupons, in any authorized denominations, in an aggregate principal amount equal to the aggregate principal amount of the Registered Global Security or Securities in exchange for such series Registered Global Security or Securities. If specified by the Company pursuant to be redeemed in partSection 2.02 with respect to Securities represented by a Registered Global Security, the portion thereof not to be so redeemed. Notwithstanding anything herein Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same Tranche in definitive registered form on such terms of any series of Securities as are acceptable to the contraryCompany and such Depositary. Thereupon, neither the Corporation nor Company shall execute, and the Trustee (which shall rely on an Officers' Certificate authenticate 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 incomedeliver, as computed for Federal income tax purposes, the interest payable on any Securities) under then applicable United States Federal income tax laws.without service charge:

Exchange and Registration of Transfer of Securities. Registered securities 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 Corporation Company for such purpose in the Borough of ManhattanDetroit, The City of New York, Michigan in accordance with the provisions of Section 4.02, 4.02 and the Corporation Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities that which the Holder making the exchange shall have been 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 Corporation 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 coupons and all matured Coupons 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 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 coupons and all matured Coupons 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 exchange, the Corporation Company shall execute, and the Trustee shall authenticate and deliver, the Securities that which the Holder making the exchange is entitled to receive. The Corporation 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 Corporation Company shall register Securities and shall register the transfer of Registered Securities as provided in this Article IITwo 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 Corporation Company shall execute and the Corporation Company or the Security Registrar 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. Unregistered Securities (except for any temporary bearer Securities) and Coupons shall be transferable by delivery. All Securities presented for registration of transfer or for exchange, redemption or payment, as the case may be, shall (if so required by the Corporation or the Trustee) be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in form satisfactory to the Corporation and the Trustee duly executed by the Holder or his, her or its attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Registered Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Corporation shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of fifteen days next preceding any selection of Registered Securities of such series to be redeemed, or (b) any Security of any such series selected for redemption except in the case of any such series to be 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, neither 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. Registered securities 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 Corporation Company for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Corporation Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities that which the Holder making the exchange shall have been 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 Corporation 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 Corporation 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 exchange, the Corporation Company shall execute, and the Trustee shall authenticate and deliver, the Securities that which the Holder making the exchange is entitled to receive. The Corporation 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 Corporation Company shall register Securities and shall register the transfer of Registered Securities as provided in this Article IITwo 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 Corporation Company shall execute and the Corporation 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. Unregistered Securities (except for any temporary bearer Securities) and Coupons shall be transferable by delivery. All Securities presented for registration of transfer or for exchange, redemption or payment, as the case may be, shall (if so required by the Corporation Company or the Trustee) be duly endorsed by, or be accompanied by, by a written instrument or instruments of transfer in form satisfactory to the Corporation Company and the Trustee duly executed by by, the Holder or his, her or its his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer of Registered Securities, but the Corporation Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Corporation Company shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of fifteen days next preceding any selection of such Registered Securities of such series to be redeemed, or (b) any Security of any such series selected for redemption except in the case of any such series to be 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, neither the Corporation 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 Corporation Company (including the inability of the Corporation 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. Registered securities 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 Corporation 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 Corporation Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities that which the Holder making the exchange shall have been 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 Corporation 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 coupons and all matured Coupons 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 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 Securitiescoupon securities, all unmatured Coupons coupons and all matured Coupons 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 exchange, the Corporation Company shall execute, and the Trustee shall authenticate and deliver, the Securities that which the Holder making the exchange is entitled to receive. The Corporation Company (or its designated agent (the "Security RegistrarSECURITY REGISTRAR")) shall keep, at such office or agency, a Security Register (the "Security RegisterSECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Corporation Company shall register Securities securities and shall register the transfer of Registered Securities as provided in this Article IITwo 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 Corporation Company shall execute and the Corporation 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 amountamount and stated maturity. Unregistered Securities (except for any temporary bearer Securities) and Coupons coupons shall be transferable by delivery. All Securities presented for registration of transfer or for exchange, redemption Redemption or payment, as the case may be, shall (if so required by the Corporation Company or the Trustee) be duly endorsed by, or be accompanied by, by a written instrument or instruments of transfer in form satisfactory to the Corporation Company and the Trustee duly executed by by, the Holder or his, her or its his attorney duly authorized in writing. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 2.01, any permanent global Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified and as subject to the conditions contemplated by Section 2.01, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities of that series in aggregate principal amount equal to the principal amount of such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Securities shall be surrendered from time to time by the Common Depositary or the U.S. Depositary, as the case may be, and in accordance with instructions given to the Trustee and the Common Depositary or the U.S. Depositary, as the case may be, as shall be specified in the Company order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered permanent global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which shall be in the form of the Securities of such series; provided, however, that no such exchanges may occur during a period beginning at the opening of business fifteen days before the day of the mailing of a notice of Redemption of Securities of that series selected for Redemption under Article III and ending at the close of business on the day of such mailing. Promptly following any such exchange in part, such permanent global Security shall be returned by the Trustee to the Common Depositary or the U.S. Depositary, as the case may be, or such other Common Depositary or U.S. Depositary referred to above in accordance with the instructions of the Company referred to above. If a Security in the form specified for such series is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, such interest will not be payable on such Interest Payment Date in respect of such Security in the form specified for such series, but will be payable on such Interest Payment Date only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company, 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 Corporation Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Corporation Company shall not be required to exchange or register a transfer of (a) any Registered Securities of any series for a period of fifteen days next preceding any selection of such Registered Securities of such series to be redeemed, or (b) any Security of any such series selected for redemption except Redemption except, in the case of any such series to be redeemed in part, the portion thereof not to be so redeemed. Notwithstanding anything herein or in the terms of any series of Securities securities to the contrary, neither the Corporation Company nor the Trustee (which shall rely on an Officers' Certificate and an Opinion opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security or vice versa if such exchange would result in adverse Federal income tax consequences to the Corporation Company (including the inability of the Corporation 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.