Common use of Particular Covenants of the Company Clause in Contracts

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the Debt Securities at the place, at the respective times and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agency.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company will not, while any of the Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with. SECTION 4.06. In the event that the Company issues a Discount Security, the Company shall file with the Trustee at or prior to the time of the authentication of such Discount Security a written notice, in such form as mutually agreed upon by the Company and the Trustee, specifying the amount of original issue discount that will be accrued on such Discount Security in each calendar year from the date of issuance to the maturity thereof.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, of and Interest on, Debt on Subordinated Securities. The Company, for the benefit of each series of Debt Securities, Company covenants that it will duly and punctually pay or cause to be paid the principal of, of and premiumany interest and premium on each of the Subordinated Securities in accordance with the terms of the Subordinated Securities and in the Coupons, if any, appertaining thereto and interest onthis Subordinated Indenture. Except with respect to any Registered Global Subordinated Securities, if the Subordinated Securities of any series bear interest, each of the Debt Securities at the place, at the respective times and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Subordinated Securities may of such series may, at the option of the Company's option , be paid by mailing a check or checks for such interest payable to the Person entitled thereto pursuant to Section 2.07 to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated on the applicable Record Date for such interest payment. The interest on Securities with Coupons attached (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated together with any additional amounts payable pursuant to the terms of Article XIIsuch Securities) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Unregistered Security provides that interest thereon may be paid while such Security is in temporary form, the Trustee or interest on any such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date temporary Unregistered Security (together with any additional amounts payable pursuant to the terms of such Security) shall be paid, as to the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the extent lawful. SECTION 4.02. Maintenance other installments of Offices or Agencies interest, if any, only upon presentation of such Securities for Registration notation thereon of Transferthe payment of such interest, Exchange and Payment of Debt Securitiesin each case subject to any restrictions that may be established pursuant to Section 2.03. The Company will maintain in each Place of Payment for interest, if any, on Registered Securities (together with any series of Debt Securities, an office or agency where Debt Securities additional amounts payable pursuant to the terms of such series may Securities) shall be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands payable only to or upon the Company in respect written order of the Debt Securities Holders thereof and, at the option of the Company, may be paid by wire transfer or by mailing checks for such interest payable to or upon the written order of such series and this Indenture may be served. The Company will give prompt written notice to Holders at their last addresses as they appear on the Trustee Register of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agencyCompany.

Particular Covenants of the Company. SECTION Section 4.01. Payment of Principal ofPAYMENT OF PRINCIPAL OF, and PremiumAND PREMIUM, If AnyIF ANY, and Interest onAND INTEREST ON, Debt SecuritiesDEBT SECURITIES. The Company, for the benefit of each series of Debt Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the Debt Securities and pay any Coupons at the place, at the respective times and in the manner provided herein herein, in the Debt Securities and in the Debt SecuritiesCoupons. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto pursuant to Section 2.07(a) to the address of such Person as it appears on the Debt Security Register maintained pursuant to or by a wire transfer as provided in Section 2.07(a)2.12. Any interest due on Coupon Securities on or before the Stated Maturity of the related Debt Security, other than additional interest, if any, payable as provided in Section 4.06 in respect of principal of, or premium, if any, on such a Debt Security, shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the this Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION Section 4.02. Maintenance of Offices or Agencies for Registration of TransferMAINTENANCE OF OFFICES OR AGENCIES FOR REGISTRATION OF TRANSFER, Exchange and Payment of Debt SecuritiesEXCHANGE AND PAYMENT OF DEBT SECURITIES. The Company will maintain in each Place of Payment for any series of Debt SecuritiesSecurities and Coupons, if any, an office or agency where Debt Securities and Coupons of such series (but, except as otherwise provided in Section 2.12, unless such Place of Payment is located outside the United States, not Bearer Securities or Coupons) may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities and Coupons of such series and this Indenture may be served. So long as any Bearer Securities of any series remain outstanding, the Company will maintain for such purposes one or more offices or agencies outside the United States in such city or cities specified pursuant to Section 2.03 and, if any Bearer Securities are listed on a securities exchange that requires an office or agency for the payment of principal of, and premium, if any, or interest on, such Bearer Securities in a location other than the location of an office or agency specified pursuant to Section 2.03, the Company will maintain for such purposes an office or agency in such location so long as any Bearer Securities are listed on such securities exchange and such exchange so requires. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the TrusteeTrustee (in the case of Registered Securities) and at the principal London office of the Trustee (in the case of Bearer Securities), and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agency.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice As to the Trustee of the location, and any change in the location, of such office or agencyagency in the Borough of Manhattan, the City and State of New York, the Company shall, designate the required office or agency to be located in the Borough of Manhattan, the City and State of New York, for each Series of Securities, such designation to continue with respect to such office or agency until the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor on such securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. The Company may also from time initially appoints the First Union National Bank, or its successor by merger, as paying agent. (b) If the Company shall act as its own paying agent with respect to time designate different any series of the Securities, it will on or additional offices before each due date of the principal of (and premium, if any) or agencies interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be maintained held in trust for the benefit of the persons entitled to such purposes (in principal, premium or outside of such Place of Payment)interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from time all further liability with respect to time rescind such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company will not, while any of the Securities remain outstanding, create, or suffer to be created or to exist, any mortgage, lien, pledge, security interest or other encumbrance of any kind upon any property of any character of the Company whether now owned or hereafter acquired or upon any of the income or profits therefrom unless it shall make effective provision whereby the Securities then outstanding shall be secured by such mortgage, lien, pledge, security interest or other encumbrance equally and ratably with any and all obligations and indebtedness thereby secured so long as any such designationobligations and indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent the Company from creating, or from suffering to be created or to exist, any mortgages, liens, pledges, security interests or other encumbrances, or any agreements, with respect to: (1) Purchase money mortgages, or other purchase money liens, pledges or encumbrances of any kind upon property hereafter acquired by the Company, or mortgages, liens, pledges, security interests or other encumbrances of any kind existing on such property at the time of the acquisition thereof, or conditional sales agreements or other title retention agreements with respect to any property hereafter acquired; provided, however, that no such designation mortgage, lien, pledge, security interest or rescission other encumbrance, and no such agreement, shall extend to or cover any other property of the Company; (2) The replacement, extension or renewal of any such mortgage, lien, pledge, security interest or other encumbrance, or of any such agreement, permitted by the foregoing clause (1), or the replacement or renewal (without increase in principal amount or extension of final maturity date) of the indebtedness secured thereby; (3) Liens for taxes or assessments or governmental charges or levies; pledges or deposits to secure obligations under worker's compensation laws or similar legislation; pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Company is a party; deposits to secure public or statutory obligations of the Company; materialmen's, mechanics', carriers', workers', repairmen's or other like liens in the ordinary course of business, or deposits to obtain the release of such liens; deposits to secure surety and appeal bonds to which the Company is a party; other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any manner relieve litigation or legal proceeding which at the time is currently being contested in good faith by appropriate proceedings; leases made, or existing on property acquired, in the ordinary course of business; landlord's liens under leases to which the Company is a party; zoning restrictions, easements, licenses, restrictions on the use of real property or minor irregularities in title thereto, which do not materially impair the use of such property in the operation of the business of the Company or the value of such property for the purpose of such business; or the lien of the Trustee described in Section 7.06 hereof; (4) Indebtedness assumed by the Company of its obligations described the character specified in clause (a) of the preceding paragraphsecond paragraph of Section 4.06 hereof. SECTION 4.06. The Company will give prompt written notice to not, while any of the Trustee Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to, any such additional designation or rescission other company unless the provisions of designation and any change in the location of any such different or additional office or agencyArticle Ten hereof are complied with.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company will not, while any of the Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. Unless a Company Order or supplemental indenture establishing the series of Securities provides otherwise, the Company will not, while any of the Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Debentures as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Debentures of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for established with respect to such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulDebentures. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Debentures remain outstanding, the Company agrees to maintain an office or agency agency, which if such series of Debentures is not outstanding as a Global Debenture, shall be in the Borough of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt Securities (i) Debentures of such that series may be presented or surrendered for payment, where Debt Securities (ii) Debentures of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities Debentures of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by its Chairman of the Board, its President or a Vice President and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The . (a) If the Company may also from time shall appoint one or more paying agents for all or any series of the Debentures, other than the Trustee, the Company will cause each such paying agent to time designate different execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or additional offices interest on the Debentures of that series (whether such sums have been paid to it by the Company or agencies to be maintained for such purposes (in or outside by any other obligor of such Place Debentures) in trust for the benefit of Payment), and may from time to time rescind the persons entitled thereto; (2) that it will give the Trustee notice of any such designation; provided, however, that no such designation or rescission shall in any manner relieve failure by the Company (or by any other obligor of its obligations described such Debentures) to make any payment of the principal of (and premium, if any) or interest on the Debentures of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraphparagraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debentures, it will on or before each due date of the principal of (and premium, if any) or interest on Debentures of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Debentures of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Debentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Debentures, it will, prior to each due date of the principal of (and premium, if any) or interest on any Debentures of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company will give prompt written notice not, while any of the Debentures remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other company unless the Trustee provisions of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agencyArticle Ten hereof are complied with.

Particular Covenants of the Company. The Company hereby covenants and agrees as follows: SECTION 4.018.01. Payment of Principal ofTO PAY PRINCIPAL, and PremiumPREMIUM, If AnyIF ANY, and Interest on, Debt SecuritiesAND INTEREST. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of and premium, if any, and interest on, on each of the Debt Securities at Securities, and the placeinterest which shall have accrued thereon, at the respective times date and place and in the manner provided herein in the Securities and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.028.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt SecuritiesTO MAINTAIN OFFICE OR AGENCY IN NEW YORK. The Company will choose a Trustee or paying agent with an office in The City of New York and may maintain in each Place of Payment for any series of Debt SecuritiesLondon, England or elsewhere, an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency agency, or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Principal Office of the Trustee, and the . The Company hereby initially appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demandsdemands and the Principal Office of the Trustee as the place of receipt therefor. The Company may also from time to time designate different one or additional more other offices or agencies to where the Securities may be maintained presented or surrendered for any or all of such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described result in the preceding paragraphcreation of a Security Register or Security Co-Registrar in addition to the Security Register required to be kept pursuant to Section 2.05 and any Security Co-Registrar appointed pursuant to Section 2.05. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. SECTION 8.03. THE COMPANY, OR PAYING AGENT, TO HOLD IN TRUST MONEYS FOR PAYMENT OF PRINCIPAL AND INTEREST. If the Company shall at any time act as its own paying agent with respect to any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series by their terms or as a result of the calling thereof for redemption shall become payable, the Company will set apart and segregate and hold in trust for the benefit of the holders of such Securities a sum sufficient to pay such principal and premium, if any, or interest which shall have so become payable and will notify the Trustee of its failure to act in that regard and of any failure by the Company or any other obligor upon the Securities of that series to make any such payment. If the Company shall appoint, and at the time have, a paying agent for the payment of the principal of and premium, if any, or interest on any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series shall become payable as aforesaid, whether by their terms or as a result of the calling thereof for redemption, the Company will pay to such paying agent a sum sufficient to pay such principal and premium, if any, or interest, to be held in trust for the benefit of the holders of such Securities. If such paying agent shall be other than the Trustee, the Company will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section 8.03 and of Section 15.03, (1) that such paying agent shall hold all sums held by such paying agent for the payment of the principal of and premium, if any, or interest on the Securities of that series in trust for the benefit of the holders of such Securities; (2) that such paying agent shall give to the Trustee notice of any default by the Company or any other obligor upon the Securities of that series in the making of any payment of the principal of and premium, if any, or interest on the Securities of that series when the same shall have become due and payable; and (3) that such paying agent shall, at any time during the continuance of any such default, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it. The Company hereby appoints The Bank of New York to act as its paying agent hereunder. Anything in this Section 8.03 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release or satisfaction of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or by any paying agent other than the Trustee as required by this Section 8.03, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such paying agent. Subject to applicable escheat and abandoned property laws, any money deposited with the Trustee or any paying agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security and remaining unclaimed for three years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on Company request, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such paying agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any), and interest on, each the Securities of the Debt Securities such series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.43 26 SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain Outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, The City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some other office or agency for any or all of such purposes. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The . (a) If the Company may also from time shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to time designate different execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any), or additional offices interest on, the Securities of that series (whether such sums have been paid to it by the Company or agencies to be maintained for such purposes (in or outside by any other obligor of such Place Securities) in trust for the benefit of Paymentthe persons entitled thereto; (2) that it will give the Trustee written notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any), or interest on, the Securities of that series when the same shall be due and may from payable; (3) that it will, at any time during the continuance of any failure referred to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt paragraph (a)(2) above, upon the written notice request of the 44 27 Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will, on or before each due date of the principal of (and premium, if any), or interest on, Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such additional designation principal (and premium, if any) or rescission interest so becoming due on Securities of designation that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of such action, or any change failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any), or interest on, any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the location office of any such different or additional office or agency.Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. 45 28

Particular Covenants of the Company. SECTION Section 4.01. Payment of Principal of, and Premium, If Anyif any, and Interest on, Debt Securities. . (a) The Company, for the benefit of each series of Debt Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the Debt Securities and pay any Coupons at the place, at the respective times and in the manner provided herein herein, in the Debt Securities and in the Debt SecuritiesCoupons. Each installment of interest on the Debt Securities may at the Company's ’s option be paid by mailing checks for such interest payable to the Person entitled thereto pursuant to Section 2.10(a) to the address of such Person as it appears on the Debt Security Register maintained pursuant to Register. Any interest due on Coupon Securities on or before the Stated Maturity of the related Debt Security, other than additional interest, if any, payable as provided in Section 2.07(a)4.06 in respect of principal of, or premium, if any, on such a Debt Security, shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.032.06) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenturedue. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance (b) Notwithstanding the provisions of Offices Section 4.01(a) or Agencies any other provision herein to the contrary, the Company shall have the right, as provided in an Officer’s Certificate or supplemental indenture issued pursuant to Article IX, in its sole and absolute discretion at any time and from time to time while the Debt Securities of any series are outstanding, so long as no Event of Default with respect to such series of Debt Securities has occurred and is continuing, to defer payments of Interest by extending the Interest payment period for Registration such series of TransferDebt Securities for the maximum consecutive period, Exchange and Payment if any, specified for such series of Debt Securities, provided that such extension period must end on an Interest payment date and shall not extend beyond the Stated Maturity or Redemption Date of any Debt Security of such series, and provided further that at the end of each extension period the Company shall pay all Interest then accrued and unpaid (together with Interest thereon to the extent permitted by applicable law at the rate accruing on such Debt Securities). Prior to the termination of an extension period, the Company may shorten or may further extend the Interest payment period for such series of Debt Securities, provided that such extension period together with all such previous and further extensions may not exceed the maximum consecutive period specified for such series of Debt Securities, end on a date other than an Interest payment date or extend beyond the Stated Maturity or Redemption Date of any Debt Security of such series. The Company will maintain in each Place shall give the Trustee notice of Payment the Company’s election to begin an extension period for any series of Debt Securities, an office Securities and any shortening or agency where extension thereof at least five Business Days prior to: (i) the date notice of payment of Interest on such Debt Securities of such series may is required to be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or given to any national securities exchange and where notices and demands to or upon the Company in respect of on which the Debt Securities are then listed or other applicable self-regulatory organization, or (ii) the date of the notice of the record or payment date of the related distribution on the Debt Securities, but in any event not less than five Business Days prior to the Record Date fixed by the Company for the payment of such series and this Indenture may be servedInterest. The Company will shall give prompt written or cause the Trustee to give notice (a form of which shall be provided by the Company to the Trustee Trustee) of the location, and any change in the location, of such office or agency. If at any time the Company shall fail Company’s election to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice begin an extension period to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agencyHolders by first class mail, postage prepaid.

Particular Covenants of the Company. SECTION Section 4.01. Payment of Principal of, and Premium, If Any, and Interest onOn, Debt Securities. . (a) The Company, for the benefit of each series of Debt Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the Debt Securities and pay any Coupons at the place, at the respective times and in the manner provided herein herein, in the Debt Securities and in the Debt SecuritiesCoupons. Each installment of interest on the Debt Securities may at the Company's ’s option be paid by mailing checks for such interest payable to the Person entitled thereto pursuant to Section 2.10(a) to the address of such Person as it appears on the Debt Security Register maintained pursuant to Register. Any interest due on Coupon Securities on or before the Stated Maturity of the related Debt Security, other than additional interest, if any, payable as provided in Section 2.07(a)4.06 in respect of principal of, or premium, if any, on such a Debt Security, shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.032.06) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the this Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance (b) Notwithstanding the provisions of Offices Section 4.01(a) or Agencies any other provision herein to the contrary, the Company shall have the right, as provided in an Officer’s Certificate or supplemental indenture issued pursuant to Article IX, in its sole and absolute discretion at any time and from time to time while the Debt Securities of any series are outstanding, so long as no Event of Default with respect to such series of Debt Securities has occurred and is continuing, to defer payments of Interest by extending the Interest payment period for Registration such series of TransferDebt Securities for the maximum consecutive period, Exchange and Payment if any, specified for such series of Debt Securities, provided that such extension period must end on an Interest payment date and shall not extend beyond the Stated Maturity or Redemption Date of any Debt Security of such series, and provided further that at the end of each extension period the Company shall pay all Interest then accrued and unpaid (together with Interest thereon to the extent permitted by applicable law at the rate accruing on such Debt Securities). Prior to the termination of an extension period, the Company may shorten or may further extend the Interest payment period for such series of Debt Securities, provided that such extension period together with all such previous and further extensions may not exceed the maximum consecutive period specified for such series of Debt Securities, end on a date other than an Interest payment date or extend beyond the Stated Maturity or Redemption Date of any Debt Security of such series. The Company will maintain in each Place shall give the Trustee notice of Payment the Company’s election to begin an extension period for any series of Debt Securities, an office Securities and any shortening or agency where extension thereof at least five Business Days prior to: (i) the date notice of payment of Interest on such Debt Securities of such series may is required to be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or given to any national securities exchange and where notices and demands to or upon the Company in respect of on which the Debt Securities are then listed or other applicable self-regulatory organization, or (ii) the date of the notice of the record or payment date of the related distribution on the Debt Securities, but in any event not less than five Business Days prior to the Record Date fixed by the Company for the payment of such series and this Indenture may be servedInterest. The Company will shall give prompt written or cause the Trustee to give notice (a form of which shall be provided by the Company to the Trustee Trustee) of the location, and any change in the location, of such office or agency. If at any time the Company shall fail Company’s election to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice begin an extension period to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agencyHolders by first class mail, postage prepaid.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, The Company covenants and Premium, If Any, and Interest on, Debt Securities. The Company, agrees for the benefit of each series of Debt Securities, the Debentures as follows: Section 4.01. The Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Debentures (subject to the Company's right to extend or defer an Interest Payment Date) of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for established with respect to such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulDebentures. SECTION Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Debentures remains outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York (which, unless changed, shall be a corporate trust office or agency of the Trustee), with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt Securities (i) Debentures of such that series may be presented or surrendered for payment, where Debt Securities (ii) Debentures of such that series may be surrendered presented as hereinabove authorized for registration of transfer or and exchange and where (iii) notices and demands to or upon the Company in respect of the Debt Securities Debentures of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by its President or General Manager and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (a) If the Company shall appoint one or more paying agents, other than the Trustee, for all or any series of the Debentures, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, that it will: (1) hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Debentures of that series (whether such sums have been paid to it by the Company or by any other obligor of such Debentures) in trust for the benefit of the persons entitled thereto; (2) give the Trustee notice of any failure by the Company (or by any other obligor of such Debentures) to make any payment of the principal of (and premium, if any) or interest on the Debentures of that series when the same shall be due and payable; (3) at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debentures, it will, on or before each due date of the principal of (and premium, if any) or interest on Debentures of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Debentures of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Debentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Debentures, it will, prior to each due date of the principal of (and premium, if any) or interest on any Debentures of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.06 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such sums. Section 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. Section 4.05. The Company may also from will not, while any of the Debentures remain outstanding, consolidate with, merge into, merge into itself or sell or convey all or substantially all of its property to any other company, unless the provisions of Article Ten hereof are complied with. Section 4.06. If there shall have occurred any event that would, with the giving of notice or the passage of time, or both, constitute an Event of Default under the Indenture, or the Company shall have given notice of its selection of an extended interest payment period as provided in the Indenture and such period, or any extension thereof, shall be continuing, the Company will not, until all defaulted interest on the Debentures and all interest accrued on the Debentures during an extended interest payment period and all principal and premium, if any, then due and payable on the Debentures shall have been paid in full, (i) declare, set aside or pay any dividend or distribution on any capital stock of the Company, except for dividends or distributions in shares of its capital stock or in rights to acquire shares of its capital stock, or (ii) repurchase, redeem or otherwise acquire, or make any sinking fund payment for the purchase or redemption of, any shares of its capital stock (except by conversion into or exchange for shares of its capital stock and except for a redemption, purchase or other acquisition of shares of its capital stock made for the purpose of an employee incentive plan or benefit plan of the Company or any of its subsidiaries, if any, and except for mandatory redemption or sinking fund payments with respect to any series of preferred stock of the Company that are subject to mandatory redemption or sinking fund requirements, provided that the aggregate stated value of all such series outstanding at the time to time designate different of any such payment does not exceed five percent of the aggregate of (1) the total principal amount of all bonds or additional offices other securities representing secured indebtedness issued or agencies assumed by the Company and then outstanding and (2) the capital and surplus of the Company to be maintained for stated on the books of account of the Company after giving effect to such purposes (in or outside of such Place of Paymentpayment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall any moneys deposited in any manner relieve the Company sinking fund and not in violation of its obligations described in the preceding paragraph. The Company will give prompt written notice this provision may thereafter be applied to the Trustee purchase or redemption of any such additional designation or rescission preferred stock in accordance with the terms of designation and any change such sinking fund without regard to the restrictions contained in the location of any such different or additional office or agencythis Section.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, of and Interest on, Debt on Subordinated ---------------------------------------------------- Securities. The Company, for the benefit of each series of Debt Securities, Company covenants that it will duly and punctually pay or cause ---------- to be paid the principal of, of and premiumany interest and premium on each of the Subordinated Securities in accordance with the terms of the Subordinated Securities and in the Coupons, if any, appertaining thereto and interest onthis Subordinated Indenture. Except with respect to any Registered Global Subordinated Securities, if the Subordinated Securities of any series bear interest, each of the Debt Securities at the place, at the respective times and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Subordinated Securities may of such series may, at the option of the Company's option , be paid by mailing a check or checks for such interest payable to the Person entitled thereto pursuant to Section 2.07 to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated on the applicable Record Date for such interest payment. The interest on Securities with Coupons attached (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated together with any additional amounts payable pursuant to the terms of Article XIIsuch Securities) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. If any temporary Unregistered Security provides that interest thereon may be paid while such Security is in temporary form, the Trustee or interest on any such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date temporary Unregistered Security (together with any additional amounts payable pursuant to the terms of such Security) shall be paid, as to the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the extent lawful. SECTION 4.02. Maintenance other installments of Offices or Agencies interest, if any, only upon presentation of such Securities for Registration notation thereon of Transferthe payment of such interest, Exchange and Payment of Debt Securitiesin each case subject to any restrictions that may be established pursuant to Section 2.03. The Company will maintain in each Place of Payment for interest, if any, on Registered Securities (together with any series of Debt Securities, an office or agency where Debt Securities additional amounts payable pursuant to the terms of such series may Securities) shall be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands payable only to or upon the Company in respect written order of the Debt Securities Holders thereof and, at the option of the Company, may be paid by wire transfer or by mailing checks for such interest payable to or upon the written order of such series and this Indenture may be served. The Company will give prompt written notice to Holders at their last addresses as they appear on the Trustee Register of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agencyCompany.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the Debt Securities at the place, at the respective times and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location Location of any such different or additional office or agency.

Particular Covenants of the Company. SECTION Section 4.01. Payment of Principal ofPAYMENT OF PRINCIPAL OF, and PremiumAND PREMIUM, If AnyIF ANY, and Interest onAND INTEREST ON, Debt SecuritiesDEBT SECURITIES. The Company, for the benefit of each series of Debt Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the Debt Securities and pay any Coupons at the place, at the respective times and in the manner provided herein herein, in the Debt Securities and in the Debt SecuritiesCoupons. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto pursuant to Section 2.07(a) to the address of such Person as it appears on the Debt Security Register maintained pursuant to Register. Any interest due on Coupon Securities on or before the Stated Maturity of the related Debt Security, other than additional interest, if any, payable as provided in Section 2.07(a)4.06 in respect of principal of, or premium, if any, on such a Debt Security, shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the this Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION Section 4.02. Maintenance of Offices or Agencies for Registration of TransferMAINTENANCE OF OFFICES OR AGENCIES FOR REGISTRATION OF TRANSFER, Exchange and Payment of Debt SecuritiesEXCHANGE AND PAYMENT OF DEBT SECURITIES. The Company will maintain in each Place of Payment for any series of Debt SecuritiesSecurities and Coupons, if any, an office or agency where Debt Securities and Coupons of such series (but, except as otherwise provided in Section 2.12, unless such Place of Payment is located outside the United States, not Bearer Securities or Coupons) may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities and Coupons of such series and this Indenture may be served. So long as any Bearer Securities of any series remain outstanding, the Company will maintain for such purposes one or more offices or agencies outside the United States in such city or cities specified pursuant to Section 2.03 and, if any Bearer Securities are listed on a securities exchange that requires an office or agency for the payment of principal of, and premium, if any, or interest on, such Bearer Securities in a location other than the location of an office or agency specified pursuant to Section 2.03, the Company will maintain for such purposes an office or agency in such location so long as any Bearer Securities are listed on such securities exchange and such exchange so requires. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the TrusteeTrustee (in the case of Registered Securities) and at the principal London office of the Trustee (in the case of Bearer Securities), and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agency.

Particular Covenants of the Company. SECTION Section 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, will duly and punctually Company shall pay or cause to be paid the principal of, and premium, if any, and interest on, each series of the Debt Securities at on the place, at the respective times dates and in the manner provided herein and in the Debt SecuritiesSecurities and this Indenture. Principal, premium and interest shall be considered paid on the date due if the Trustee or Paying Agent holds on that date money deposited by the Company designated for and sufficient to pay all principal, premium and interest then due. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto pursuant to Section 2.07(a) to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the IndentureRegister. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal principal, and premium, if any, at the rate specified therefor in borne by the Debt Securities to the extent lawful; and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. SECTION Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place the Borough of Payment for any series Manhattan, The City of Debt SecuritiesNew York, an office or agency where any series of Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.03. If at any time the Company shall fail to maintain any required office or agency or shall fail to furnish the Trustee with the address thereof, such surrenders, presentations, notices and demands may be made or served at the corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different one or additional more other offices or agencies to where a series of Debt Securities may be maintained presented or surrendered for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agency.or

Particular Covenants of the Company. The Company hereby covenants and agrees as follows: SECTION 4.015.01. Payment of Principal ofTo Pay Principal, Premium, if any, and Premium, If Any, and Interest on, Debt SecuritiesInterest. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of and premium, if any, and interest on, on each of the Debt Securities at Securities, and the placeinterest which shall have accrued thereon, at the respective times date and place and in the manner provided herein in the Securities and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.025.02. Maintenance of Offices To Maintain Office or Agencies for Registration of Transfer, Exchange and Payment of Debt SecuritiesAgency in New York. The Company will maintain in each Place the city in the United States in which the Company has its principal business office and, if (a) required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of Payment for any stock exchange on which the Securities may be listed or (b) Securities of any series are issued in definitive form, in The City of Debt SecuritiesNew York, and may maintain elsewhere, an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency agency, or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Principal Office of the Trustee, and the . The Company hereby initially appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate different one or additional more other offices or agencies to where the Securities may be maintained presented or surrendered for any or all of such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described result in the preceding paragraphcreation of a Security Register or Security Co- Registrar in addition to the Security Register required to be kept pursuant to Section 2.05 and any Security Co-Registrar appointed pursuant to Section 2.05. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. SECTION 5.03. The Company, or Paying Agent, to Hold in Trust Moneys for Payment of Principal, Premium, if any, and Interest. If the Company shall at any time act as its own paying agent with respect to any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series by their terms or as a result of the calling thereof for redemption shall become payable, the Company will set apart and segregate and hold in trust for the benefit of the holders of such Securities a sum sufficient to pay such principal and premium, if any, or interest which shall have so become payable and will notify the Trustee of its failure to act in that regard and of any failure by the Company or any other obligor upon the Securities of that series to make any such payment. If the Company shall appoint, and at the time have, a paying agent for the payment of the principal of and premium, if any, or interest on any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series shall become payable as aforesaid, whether by their terms or as a result of the calling thereof for redemption, the Company will pay to such paying agent a sum sufficient to pay such principal and premium, if any, or interest, to be held in trust for the benefit of the holders of such Securities. If such paying agent shall be other than the Trustee, the Company will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section 5.03 and of Section 11.03, (1) that such paying agent shall hold all sums held by such paying agent for the payment of the principal of and premium, if any, or interest on the Securities of that series in trust for the benefit of the holders of such Securities; (2) that such paying agent shall give to the Trustee notice of any default by the Company or any other obligor upon the Securities of that series in the making of any payment of the principal of and premium, if any, or interest on the Securities of that series when the same shall have become due and payable; and (3) that such paying agent shall, at any time during the continuance of any such default, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it. The Company hereby appoints _______________________________________ to act as its paying agent hereunder. Anything in this Section 5.03 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release or satisfaction of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or by any paying agent other than the Trustee as required by this Section 5.03, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such paying agent. Any money deposited with the Trustee or any paying agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security and remaining unclaimed for three years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on Company request, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such paying agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Particular Covenants of the Company. SECTION The Company covenants with the Trustee as hereinafter in this Article 4 set forth: (S) 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal ofof each of the Securities, and the premium, if any, payable upon the redemption thereof, and interest onthe interest, each of the Debt Securities at the placeif any, which shall have accrued thereon, at the respective times times, dates and places and in the manner provided herein and mentioned in the Debt such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable , according to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium true intent and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securitiesmeaning thereof. The Company will maintain in each Place not directly or indirectly extend or assent to the extension of Payment the time for payment of any claim for interest upon any of the Securities and will not directly or indirectly be a party to or approve of any arrangement for any series of Debt Securities, an office such extension by purchasing said claim or agency where Debt in any other manner. No claim for interest on the Securities of such series may any series, the time of payment of which shall have been so extended or which shall have been so purchased, shall be presented or surrendered for payment, where Debt Securities entitled in case of such series may be surrendered for transfer or exchange and where notices and demands a default hereunder to or upon the Company benefit of this Indenture except after the prior payment in respect full of the Debt principal of all the Securities of such series and claims for interest not so extended or purchased; provided, however, that this Section shall not apply in any case where an extension shall be made pursuant to a plan proposed by the Company to the holders of all the Securities of such series then outstanding. Interest on the Securities shall be payable only to the registered holders thereof as shown on the books of the Company. When and as paid all Securities shall be canceled and disposed of as provided in (S)13.02, and no Securities shall be issued under this Indenture in lieu thereof. If the date upon which any Security becomes payable, at maturity or by call for redemption or otherwise, be a day other than a business day, then payment of the amount due thereon may be made on the next succeeding business day with the same force and effect as if made on the date upon which such Security became payable and no interest shall accrue by reason of such delay in payment. (S) 4.02. Until all the Securities shall have been paid or payment thereof provided for, the Company will maintain an office or agency in the Borough of Manhattan, The City of New York, New York, where notices and demands in respect of the Securities may be served. The Company hereby appoints The Chase Manhattan Bank ( National Association ) and its successor from time tO time as Trustee hereunder as agent of the Company, in its behalf, to receive all such notices and demands in respect of the Securities, and hereby designates the principal office of the Trustee as the office where notices and demands in respect of the Securities may be served. (S) 4.03. On or before the date on which the principal of, or the interest on, any of the Securities by their terms or as a result of the calling thereof for redemption shall become payable, the Company will give prompt written notice pay to the Trustee a sum of money or U.S. Government Obligations sufficient to pay such principal (and the premium, if any, which shall be payable on any of the location, Securities which shall have been called for redemption) and any change interest which shall have so become payable, to be held in trust for the location, benefit of the holders of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demandsSecurities. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes foregoing provisions of this (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice S) 4.03 are subject to the Trustee provisions of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agencyArticle Nine.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt SecuritiesSection 5.01. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of and premium, if any, and interest on, on each of the Subordinated Debt Securities at the place, at the respective times and in the manner provided herein and in the Subordinated Debt Securities. Section 5.02. Each installment As long as any of interest on the Subordinated Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XIIremain outstanding, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place the Borough of Payment for any series Manhattan, The City of Debt SecuritiesNew York, an office or agency where the Subordinated Debt Securities of such series may be presented or surrendered for registration of transfer and exchange as in this Indenture provided, and where the Subordinated Debt Securities may be presented for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and or demands to or upon the Company in respect of the Subordinated Debt Securities or of such series and this Indenture may be served. The Such an office or agency may also be maintained by the Company, at its option, in other locations. Until otherwise designated by the Company will give prompt in a written notice to the Trustee of the locationTrustee, and any change in the location, of such office or agencyagency for purposes of registration of transfer and exchange and presentation for payment shall be the corporate trust offices of the Trustee. If at any time In case the Company shall fail to maintain any such required office or agency or shall fail to furnish give such notice of the Trustee with location or of any change in the address location thereof, such presentations, surrenders, notices and or demands may be made or served at the corporate trust office offices of the Trustee. Section 5.03. In order to prevent any accumulation of claims for interest after maturity thereof, the Company will not directly or indirectly extend or consent to the extension of the time for the payment of any claim for interest on any of the Subordinated Debt Securities of a Series and will not directly or indirectly be a party to or approve any such arrangement by the purchase or funding of said claims for interest or in any other manner. No claim for interest, the time of payment of which shall have been so extended or which shall have been so purchased or funded, shall be entitled in case of an Event of Default with respect to the Subordinated Debt Securities of such Series hereunder to the benefit of this Indenture except after the prior payment in full of the principal of all the Subordinated Debt Securities of such Series and premiums, if any, and the Company hereby appoints the Trustee as its agent to receive of all presentationsclaims for interest not so extended, surrenders, notices and demands. The Company may also from time to time designate different purchased or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designationfunded; provided, however, that no such designation or rescission this Section 5.03 shall not apply in any manner relieve case where an extension shall be made pursuant to a plan proposed by the Company to the holders of its obligations described all the Subordinated Debt Securities of such Series then outstanding. Section 5.04. The Company, whenever necessary to avoid or fill a vacancy in the preceding paragraphoffice of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so that there shall at all times be a Trustee hereunder. (a) The Trustee is appointed the initial paying agent. The If the Company shall appoint a paying agent other than the Trustee, it will give prompt written notice cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.05, (1) that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, and interest on the Subordinated Debt Securities of a Series (whether such sums have been paid to it by the Company or by any other obligor on the Subordinated Debt Securities) in trust for the benefit of the holders of the Subordinated Debt Securities of such Series, (2) that it will give the Trustee written notice of any such additional designation default by the Company (or rescission of designation and by any change in other obligor on the location Subordinated Debt Securities of any such different or additional office or agency.Series) in making

Particular Covenants of the Company. The Company covenants and agrees for each series of the Debentures as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any), and interest on, each the Debentures of the Debt Securities such series at the place, at the respective times time and place and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for established with respect to such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulDebentures. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Debentures remain Outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, The City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt Securities (i) Debentures of such that series may be presented or surrendered for payment, where Debt Securities (ii) Debentures of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities Debentures of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some other office or agency for any or all of such purposes. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The . (a) If the Company may also from time shall appoint one or more paying agents for all or any series of the Debentures, other than the Trustee, the Company will cause each such paying agent to time designate different execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any), or additional offices interest on, the Debentures of that series (whether such sums have been paid to it by the Company or agencies to be maintained for such purposes (in or outside by any other obligor of such Place Debentures) in trust for the benefit of Paymentthe persons entitled thereto; (2) that it will give the Trustee written notice of any failure by the Company (or by any other obligor of such Debentures) to make any payment of the principal of (and premium, if any), or interest on, the Debentures of that series when the same shall be due and may from payable; (3) that it will, at any time during the continuance of any failure referred to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt paragraph (a)(2) above, upon the written notice request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debentures, it will, on or before each due date of the principal of (and premium, if any), or interest on, Debentures of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such additional designation principal (and premium, if any) or rescission interest so becoming due on Debentures of designation that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of such action, or any change failure (by it or any other obligor on such Debentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Debentures, it will, prior to each due date of the principal of (and premium, if any), or interest on, any Debentures of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the 44 30 Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the location office of any such different or additional office or agencyTrustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities5.01. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, on each of the Subordinated Debt Securities at the place, at the respective times and in the manner provided herein and in the Subordinated Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.025.02. Maintenance As long as any of Offices or Agencies for Registration of Transferthe Subordinated Debt Securities remain outstanding, Exchange and Payment of Debt Securities. The the Company will maintain in each Place the Borough of Payment for any series Manhattan, The City of Debt SecuritiesNew York, an office or agency where the Subordinated Debt Securities of such series may be presented or surrendered for registration of transfer and exchange as in this Indenture provided, and where the Subordinated Debt Securities may be presented for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and or demands to or upon the Company in respect of the Subordinated Debt Securities or of such series and this Indenture may be served. The Such an office or agency may also be maintained by the Company, at its option, in other locations. Until otherwise designated by the Company will give prompt in a written notice to the Trustee of the locationTrustee, and any change in the location, of such office or agencyagency for purposes of registration of transfer and exchange and presentation for payment shall be the corporate trust offices of the Trustee. If at any time In case the Company shall fail to maintain any such required office or agency or shall fail to furnish give such notice of the Trustee with location or of any change in the address location thereof, such presentations, surrenders, notices and or demands may be made or served at the corporate trust office of the Trustee. SECTION 5.03. In order to prevent any accumulation of claims for interest after maturity thereof, the Company will not directly or indirectly extend or consent to the extension of the time for the payment of any claim for interest on any of the Subordinated Debt Securities of a Series and will not directly or indirectly be a party to or approve any such arrangement by the purchase or funding of said claims for interest or in any other manner. No claim for interest, the time of payment of which shall have been so extended or which shall have been so purchased or funded, shall be entitled in case of an Event of Default with respect to the Subordinated Debt Securities of such Series hereunder to the benefit of this Indenture except after the prior payment in full of the principal of all the Subordinated Debt Securities of such Series and premiums, if any, and the Company hereby appoints the Trustee as its agent to receive of all presentationsclaims for interest not so extended, surrenders, notices and demands. The Company may also from time to time designate different purchased or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designationfunded; provided, however, that no such designation or rescission this Section 5.03 shall not apply in any manner relieve case where an extension shall be made pursuant to a plan proposed by the Company to the holders of its obligations described all the Subordinated Debt Securities of such Series then outstanding. SECTION 5.04. The Company, whenever necessary to avoid or fill a vacancy in the preceding paragraphoffice of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so that there shall at all times be a Trustee hereunder. (a) The Trustee is appointed the initial paying agent. If the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 5.05, (1) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, and interest on the Subordinated Debt Securities of a Series (whether such sums have been paid to it by the Company or by any other obligor on the Subordinated Debt Securities) in trust for the benefit of the holders of the Subordinated Debt Securities of such Series, (2) that it will give the Trustee written notice of any default by the Company (or by any other obligor on the Subordinated Debt Securities of any Series) in making any payment of the principal of or premium, if any, or interest on the Subordinated Debt Securities of a Series when the same shall be due and payable, and (3) that it will, at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of and premium, if any, or interest on the Subordinated Debt Securities of a Series, set aside, segregate and hold in trust for the benefit of the holders of the Subordinated Debt Securities of such Series a sum sufficient to pay such principal and premium, if any, or interest so becoming due. The Company will give prompt written notice promptly notify the Trustee in writing of any failure by it to take such action or the failure by any other obligor on the Subordinated Debt Securities of such Series to make any payment of the principal of or premium, if any, or interest on the Subordinated Debt Securities of such Series when the same shall be due and payable. (c) Anything in this Section 5.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent hereunder, as required by this Section 5.05, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 5.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 5.05 is subject to the provisions of Section 13.03 and 13.04. SECTION 5.06. On or before the 90th day after the end of the Company's fiscal year beginning with the year 2007, the Company will file with the Trustee an Officers' Certificate (which, however, need not comply with Section 15.07) stating that in the course of the performance of their duties as such officers they would normally obtain knowledge of any such additional designation action or rescission failure to act on the part of designation and any change the Company in the location violation of any covenant, agreement, provision or condition contained in this Indenture, stating whether or not they have obtained knowledge of any action or failure to act on the part of the Company during the immediately preceding fiscal year, in violation of any covenant, agreement, provision or condition contained in this Indenture and, if so, specifying each such different or additional office or agencydefault of which the signers may have knowledge and the nature thereof.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice As to the Trustee of the location, and any change in the location, of such office or agencyagency in the Borough of Manhattan, the City and State of New York, the Company shall, designate the required office or agency to be located in the Borough of Manhattan, the City and State of New York, for each Series of Securities, such designation to continue with respect to such office or agency until the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor on such securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. The Company may also from time initially appoints the First Union National Bank, or its successor by merger, as paying agent. (b) If the Company shall act as its own paying agent with respect to time designate different any series of the Securities, it will on or additional offices before each due date of the principal of (and premium, if any) or agencies interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be maintained held in trust for the benefit of the persons entitled to such purposes (in principal, premium or outside of such Place of Payment)interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from time all further liability with respect to time rescind such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company will not, while any of the Securities remain outstanding, create, or suffer to be created or to exist, any mortgage, lien, pledge, security interest or other encumbrance of any kind upon any property of any character of the Company whether now owned or hereafter acquired or upon any of the income or profits therefrom unless it shall make effective provision whereby the Securities then outstanding shall be secured by such mortgage, lien, pledge, security interest or other encumbrance equally and ratably with any and all obligations and indebtedness thereby secured so long as any such designationobligations and indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent the Company from creating, or from suffering to be created or to exist, any mortgages, liens, pledges, security interests or other encumbrances, or any agreements, with respect to: (1) Purchase money mortgages, or other purchase money liens, pledges or encumbrances of any kind upon property hereafter acquired by the Company, or mortgages, liens, pledges, security interests or other encumbrances of any kind existing on such property at the time of the acquisition thereof, or conditional sales agreements or other title retention agreements with respect to any property hereafter acquired; provided, however, that no such designation mortgage, lien, pledge, security interest or rescission other encumbrance, and no such agreement, shall extend to or cover any other property of the Company; (2) The replacement, extension or renewal of any such mortgage, lien, pledge, security interest or other encumbrance, or of any such agreement, permitted by the foregoing clause (1), or the replacement or renewal (without increase in principal amount or extension of final maturity date) of the indebtedness secured thereby; (3) Liens for taxes or assessments or governmental charges or levies; pledges or deposits to secure obligations under worker's compensation laws or similar legislation; pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Company is a party; deposits to secure public or statutory obligations of the Company; materialmen's, mechanics', carriers', workers', repairmen's or other like liens in the ordinary course of business, or deposits to obtain the release of such liens; deposits to secure surety and appeal bonds to which the Company is a party; other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any manner relieve litigation or legal proceeding which at the time is currently being contested in good faith by appropriate proceedings; leases made, or existing on property acquired, in the ordinary course of business; landlord's liens under leases to which the Company is a party; zoning restrictions, easements, licenses, restrictions on the use of real property or minor irregularities in title thereto, which do not materially impair the use of such property in the operation of the business of the Company or the value of such property for the purpose of such business; or the lien of the Trustee described in Section 7.06 hereof; (4) First Mortgage Bonds outstanding on the date hereof and any replacement or renewal (without increase in principal amount or extension of final maturity date) of such outstanding First Mortgage Bonds; (5) First Mortgage Bonds which may be issued by the Company in connection with a consolidation or merger of the Company with or into any Affiliate in exchange for or otherwise in substitution for long-term senior indebtedness of such Affiliate ("Affiliate Debt") which by its terms (i) is secured by a mortgage on all or a portion of the property of such Affiliate, (ii) prohibits long-term senior secured indebtedness from being incurred by such Affiliate, or a successor thereto, unless the Affiliate Debt shall be secured equally and ratably with such long-term senior secured indebtedness or (iii) prohibits long- term senior secured indebtedness from being incurred by such Affiliate; or (6) Indebtedness assumed by the Company of its obligations described the character specified in clause (a) of the preceding paragraphsecond paragraph of Section 4.06 hereof. SECTION 4.06. The Company will give prompt written notice to not, while any of the Trustee Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to, any such additional designation or rescission other company unless the provisions of designation and any change in the location of any such different or additional office or agencyArticle Ten hereof are complied with.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Debentures as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Debentures of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for established with respect to such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulDebentures. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Debentures remain outstanding, the Company agrees to maintain an office or agency agency, which if such series of Debentures is not outstanding as a Global Debenture, shall be in the Borough of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt Securities (i) Debentures of such that series may be presented or surrendered for payment, where Debt Securities (ii) Debentures of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities Debentures of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by its Chairman of the Board, its President, a Vice President or its Treasurer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The . (a) If the Company may also from time shall appoint one or more paying agents for all or any series of the Debentures, other than the Trustee, the Company will cause each such paying agent to time designate different execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or additional offices interest on the Debentures of that series (whether such sums have been paid to it by the Company or agencies to be maintained for such purposes (in or outside by any other obligor of such Place Debentures) in trust for the benefit of Payment), and may from time to time rescind the persons entitled thereto; (2) that it will give the Trustee notice of any such designation; provided, however, that no such designation or rescission shall in any manner relieve failure by the Company (or by any other obligor of its obligations described such Debentures) to make any payment of the principal of (and premium, if any) or interest on the Debentures of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraphparagraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debentures, it will on or before each due date of the principal of (and premium, if any) or interest on Debentures of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Debentures of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Debentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Debentures, it will, prior to each due date of the principal of (and premium, if any) or interest on any Debentures of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company will give prompt written notice not, while any of the Debentures remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other company unless the Trustee provisions of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agencyArticle Ten hereof are complied with.

Particular Covenants of the Company. SECTION Section 4.01. Payment of Principal of, The Company covenants and Premium, If Any, and Interest on, Debt Securities. The Company, agrees for the benefit of each series Series of Debt Securities, Securities that it will duly and punctually pay or cause to be paid the principal of, of (including any amount in respect of original issue discount) and premium, if any, and interest oninterest, if any, on each of the Debt Securities of such Series at the place, at the respective times and in the manner provided herein and in the Debt SecuritiesSecurities and this Indenture. The principal of, premium, and interest on the Debt Securities shall be payable only to or upon the written order of the holders thereof of record. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to or upon the Person written order of the holders of Debt Securities entitled thereto to as the address names and addresses of such Person as it appears on holders appear upon the Debt Security Register maintained pursuant to register. Section 2.07(a)4.02. Principal, premium and interest As long as any of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principalremain outstanding, premium and interest then due andthe Company will maintain, in the case Borough of Debt Securities subordinated pursuant to the terms Manhattan, The City of Article XIINew York, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms State of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt SecuritiesNew York, an office or agency where the Debt Securities of such series may be presented or surrendered for paymentexchange and registration of transfer as in this Indenture provided, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities or of such series and this Indenture may be served, and also an office or offices or agency or agencies where the Debt Securities may be presented for payment. The Company will give prompt written notice to the Trustee notice of the location, location of such offices or agencies and of any change in the location, of such office or agencylocation thereof. If at any time In case the Company shall fail to maintain any such required office offices or agency agencies or shall fail to furnish give such notice of the Trustee with location or of any change in the address location thereof, such presentations, surrenders, presentations may be made and notices and demands may be made or served at the corporate trust principal office of the Trustee. In addition to such required office or agency, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different one or additional more other offices or agencies to where the Debt Securities may be maintained presented or surrendered for registration of transfer or exchange and one or more other such purposes (in offices or outside of such Place of Payment)agencies where the Debt Securities may be presented or surrendered for payment, and may from time to time rescind any such designationdesignations, as it may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described the obligation to maintain an office or agency in the preceding paragraphBorough of Manhattan, The City of New York, State of New York, for such purposes. Section 4.03. The If the Company or any Subsidiary of the Company shall mortgage, pledge, encumber, or subject to a lien (hereinafter to "Mortgage" or a "Mortgage", as the context may require) as security for any indebtedness for money borrowed (i) any blast furnace facility or raw steel producing facility, or rolling millx xxxch are a part of a plant which includes such a facility, or (ii) any property capable of producing oil or gas; and, which in either case, is located in the United States and is determined to be a principal property by the Board of Directors of the Company in its discretion, the Company will give prompt written notice secure or will cause such Subsidiary to secure each Series of the Debt Securities equally and ratably with all indebtedness or obligations secured by the Mortgage then being given and with any other indebtedness of the Company or such Subsidiary then entitled thereto, provided, however, that this covenant shall not apply in the case of: (a) any Mortgage existing on the date of this Indenture (whether or not such Mortgage includes an after-acquired property provision); (b) any Mortgage, including a purchase money Mortgage, incurred in connection with the acquisition of any property (for purposes hereof the creation of any Mortgage within one hundred eighty (180) days after the acquisition or completion of construction of such property shall be deemed to be incurred in connection with the acquisition of such property), the assumption of any Mortgage previously existing on such acquired property or any Mortgage existing on the property of any corporation when such corporation becomes a Subsidiary of the Company; (c) any Mortgage on such property in favor of the United States of America, any State, or any agency, department, political subdivision or other instrumentality of either, to secure partial, progress or advance payments to the Trustee Company or any Subsidiary of the Company pursuant to the provisions of any contract or any statute; (d) any Mortgage on such additional designation property in favor of the United States of America, any State, or rescission any agency, department, political subdivision or other instrumentality of designation either, to secure borrowings by the Company or any Subsidiary of the Company for the purchase or construction of the property Mortgaged; (e) any Mortgage in connection with a sale or other transfer of (I) oil or gas in place for a period of time or in an amount such that the purchaser will realize therefrom a specified amount of money or specified amount of minerals or (II) any interest in property of the character commonly referred to as an "oil payment" or "production payment"; (f) any Mortgage on any property arising in connection with or to secure all or any part of the cost of the repair, construction, improvement, alteration, exploration, development or drilling of such property or any portion thereof; (g) any Mortgage on any pipeline, gathering system, pumping or compressor station, pipeline storage facility, other pipeline facility, drilling equipment, drilling platform, drilling barge, any movable railway, marine or automotive equipment, gas plant, office building, storage tank, or warehouse facility, any of which is located on any property included under clause (ii) above; (h) any Mortgage on any equipment or other personal property used in connection with any property included under clause (ii) above; (i) any Mortgage on any property included under clause (ii) above arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or (j) any renewal of or substitution for any Mortgage permitted under the preceding clauses. Notwithstanding the foregoing restriction contained in this Section 4.03, the Company may and any change may permit its Subsidiaries to incur liens or grant Mortgages on property covered by the restriction above so long as the net book value of the property so encumbered together with all property subject to the restriction on sale and leasebacks contained in Section 4.04 does not at the location time such lien or Mortgage is granted exceed five percent (5%) of any such different or additional office or agencyConsolidated Net Tangible Assets.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt SecuritiesThe Company covenants as follows: Section 5.01. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, on each of the Debt Securities Debentures at the place, at the respective times time and place and in the manner provided herein and in the Debt SecuritiesDebentures. Section 5.02. Each installment As long as any of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XIIDebentures remain outstanding, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency or offices or agencies in the Borough of Manhattan, City and State of New York, where Debt Securities of such series the Debentures may be presented or surrendered for paymentregistration of transfer and exchange as in this Indenture provided, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities Debentures or of such series and this Indenture may be served, and where the Debentures may be presented for payment. The Until otherwise designated by the Company will give prompt written in a notice to the Trustee of the locationTrustee, and any change in the location, of such office or agency. If at any time agency for all of the Company above purposes shall fail to maintain any such required office or agency or shall fail to furnish be the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the principal corporate trust office of the Trustee in the Borough of Manhattan, City and State of New York. Section 5.03. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, and will appoint, in the manner provided in Section 8.10, a Trustee, so that there shall at all times be a Trustee hereunder. (a) If the Company hereby appoints shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, (1) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures, or of the Trustee, as the case may be, (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of or interest on the Debentures when the same shall be due and payable, and (3) that at any time during the continuance of any Event of Default upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held by such paying agent. (b) If the Company shall act as its agent own paying agent, it will, on or before each due date of the principal of, premium, if any, or interest on, the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures, a sum sufficient to receive all presentationspay such principal, surrenderspremium, notices if any, or interest so becoming due and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), payable and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to notify the Trustee of any failure (by it or any other obligor on the Debentures) to take such additional designation action. (c) Whenever the Company shall have one or rescission more paying agents, it will, prior to each due date of designation the principal of, premium, if any, or interest on, the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, if any, or interest, so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium, if any, or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any change time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 13.04 hereof. Section 5.05. The Company covenants that, so long as any Debentures shall be outstanding under this Indenture, it will not create, assume or incur, or in any other manner become directly or indirectly liable in respect of, any indebtedness, in addition to its 7.20% Debentures due 2019, its 7 1/2% Debentures due 2020, its 6.60% Debentures due 2021, its 6.70% Debentures due 2021, its 8 3/4% Debentures due 2021, its 8% Debentures due 2022, its 7 1/4% Debentures due 2028, its 5.60% Debentures due 2025, its 1997 Series B Variable Rate Debentures due 2027 and the Debentures, except the following: (a) current operating liabilities and current or other obligations (other than for borrowed money) incurred in the location ordinary course of business; (b) Current Indebtedness; (c) indebtedness (in addition to that referred to in subdivisions (a) and (b) above and (d) below) in an aggregate amount not in excess of $10,000,000 at any one time outstanding; and (d) indebtedness (in addition to that referred to in subdivisions (a), (b) and (c) above) in an aggregate amount not in excess of the sum of $20,000,000 plus 65% of the Amount of Net Property Additions at the time the Company first becomes liable in respect of any such different indebtedness. The Company covenants that, so long as any Debentures shall be outstanding under this Indenture, it will not create, assume or additional office incur, or agencyin any manner become directly or indirectly liable in respect of, any indebtedness (in addition to (as hereinafter defined) its 7.20% Debentures due 2019, its 7 1/2% Debentures due 2020, its 6.60% Debentures due 2021, its 6.70% Debentures due 2021, its 8 3/4% Debentures due 2021, its 8% Debentures due 2022, its 7 1/4% Debentures due 2028, its 5.60% Debentures due 2025, its 1997 Series B Variable Rate Debentures, the Debentures and that referred to in subdivisions (a), (b) and (c) above), unless the Gross Income of the Company, for a period of 12 consecutive calendar months within the 15 calendar months immediately preceding the incurring by the Company of such indebtedness, shall have been at least equal to twice the Annual Interest Charges.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. 4.01 The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, on each of the Debt Securities of any series, at the placeplace or places, at the respective times and in the manner provided herein in the Securities of such series and in this Indenture. SECTION 4.02 As long as any of the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XIIremain outstanding, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency where Debt Securities in the Borough of Manhattan, The City of New York, State of New York (and at such other place, if any, as shall be specified in the form of such series Security as a place for payment of principal and interest) where the Securities may be presented or surrendered for paymentregistration of transfer and for exchange as in this Indenture provided, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities or of such series and this Indenture may be servedserved and where the Securities may be presented for payment. The Company will give prompt written notice to the Trustee notice of the location, location of each such office or agency and of any change in the location, of such office or agencylocation thereof. If at any time In case the Company shall fail to maintain any such required office or agency or shall fail to furnish give such notice of the Trustee with location or of any change in the address location thereof, such presentations, surrenders, presentations may be made and notices and demands may be made or served at the principal corporate trust office of the Trustee. SECTION 4.03 If the Company shall at any time mortgage, pledge or otherwise subject to any lien the whole or any part of any property or assets now owned or hereafter acquired by it, except as hereinafter provided in this Section 4.03, the Company will secure the outstanding Securities, and any other obligations of the Company hereby appoints which may then be outstanding and entitled to the Trustee benefit of a covenant similar in effect to this covenant, equally and ratably with the indebtedness or obligations secured by such mortgage, pledge or lien, so long as its agent to receive all presentations, surrenders, notices and demandsany such indebtedness or obligations shall be so secured. The Company may also from time foregoing covenant shall not apply to time designate different (1) the creation of purchase money mortgages or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment)liens, and may from time to time rescind including any such designation; providedcapital lease obligations, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agency.or

Particular Covenants of the Company. The Company covenants and agrees for each series of the Notes as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Notes of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for established with respect to such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulNotes. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Notes remain outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt Securities (i) Notes of such that series may be presented or surrendered for payment, where Debt Securities (ii) Notes of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities Notes of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by its Chairman of the Board, its President, a Vice President or its Treasurer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as Paying Agent for the Notes. (a) If the Company may also from time shall appoint one or more paying agents for all or any series of the Notes, other than the Trustee, the Company will cause each such paying agent to time designate different execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or additional offices interest on the Notes of that series (whether such sums have been paid to it by the Company or agencies to be maintained for such purposes (in or outside by any other obligor of such Place Notes) in trust for the benefit of Payment), and may from time to time rescind the persons entitled thereto; (2) that it will give the Trustee notice of any such designation; provided, however, that no such designation or rescission shall in any manner relieve failure by the Company (or by any other obligor of its obligations described such Notes) to make any payment of the principal of (and premium, if any) or interest on the Notes of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraphparagraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Notes, it will on or before each due date of the principal of (and premium, if any) or interest on Notes of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Notes of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Notes) to take such action. Whenever the Company shall have one or more paying agents for any series of Notes, it will, prior to each due date of the principal of (and premium, if any) or interest on any Notes of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company will give prompt written notice not, while any of the Notes remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other company unless the Trustee provisions of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agencyArticle Ten hereof are complied with.

Particular Covenants of the Company. SECTION 4.0136.1. Payment of Principal ofPrincipal, Premium and Premium, If Any, and Interest on, Debt SecuritiesInterest; Agreed Treatment of the Debentures. 36.1.1. The Company, for the benefit of each series of Debt Securities, Company covenants and agrees that it will duly and punctually pay or cause to be paid the principal of, of and premium, if any, and interest on, each of and any Additional Interest on the Debt Securities Debentures at the place, at the respective times and in the manner provided herein in this Indenture and in the Debt SecuritiesDebentures. Each installment of interest on the Debt Securities Debentures may at the Company's option be paid (i) by mailing checks for such interest payable to the Person order of the holders of Debentures entitled thereto as they appear on the registry books of the Company if a request for a wire transfer has not been received by the Company or (ii) by wire transfer to any account with a banking institution located in the United States designated in writing by such Person to the address paying agent no later than the related record date. Notwithstanding the foregoing, so long as the holder of such Person as it appears on this Debenture is the Debt Security Register maintained pursuant to Section 2.07(a). PrincipalInstitutional Trustee, premium the payment of the principal of and interest of Debt Securities of any series shall on this Debenture will be considered paid on made in immediately available funds at such place and to such account as may be designated by the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulInstitutional Trustee. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities36.1.2. The Company will maintain in each Place of Payment for any series of Debt Securitiestreat the Debentures as indebtedness, an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company amounts payable in respect of the Debt Securities principal amount of such series Debentures as interest, for all United States federal income tax purposes. All payments in respect of such Debentures will be made free and this Indenture may be servedclear of United States withholding tax to any beneficial owner thereof that has provided an Internal Revenue Service Form W8 BEN (or any substitute or successor form) establishing its non-United States status for United States federal income tax purposes. 36.1.3. The Company will give prompt written notice to the Trustee As of the locationdate of this Indenture, and any change in the locationCompany has no present intention to exercise its right under 35.11 to defer payments of interest on the Debentures by commencing an Extension Period. 36.1.4. As of the date of this Indenture, the Company believes that the likelihood that it would exercise its right under 35.11 to defer payments of such office or agency. If interest on the Debentures by commencing an Extension Period at any time during which the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Debentures are outstanding is remote because of the Trusteerestrictions that would be imposed on the Company's ability to declare or pay dividends or distributions on, and the Company hereby appoints the Trustee as its agent or to receive all presentationsredeem, surrenderspurchase or make a liquidation payment with respect to, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described outstanding equity and on the Company's ability to make any payments of principal of or interest on, or repurchase or redeem, any of its debt securities that rank pari passu in all respects with (or junior in interest to) the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agencyDebentures.

Particular Covenants of the Company. SECTION The Company covenants as follows: Section 4.01. Payment of Principal of, principal of and Premium, If Any, and Interest on, Debt interest on Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of and premiuminterest, if any, and interest on, on each of the Debt Securities at the place, at the respective times time and places and in the manner provided herein and in the Debt Securities. Each Except as otherwise specified as contemplated by Section 2.01, if the Securities of any series bear interest, each installment of interest on the Debt Securities of such series may at the Company's option of the Company be paid (i) by mailing a check or checks for such interest payable to the Person person entitled thereto pursuant to Section 2.03 to the address of such Person person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated or (except ii) by transfer to an account maintained by the Person entitled thereto as provided pursuant to Section 2.03) all principal, premium and interest then due and, specified in the case Register of Debt Securities subordinated pursuant to Securities, provided that proper transfer instructions have been received by the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulrecord date. SECTION Section 4.02. Maintenance of Offices offices or Agencies agencies for Registration registration of Transfertransfer, Exchange exchange and Payment payment of Debt Securities. The So long as any of the Securities shall remain outstanding, the Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency in the City of New York, State of New York, where Debt the Securities of such series may be presented or surrendered for paymentregistration, where Debt Securities conversion, exchange and registration of such series may be surrendered for transfer or exchange as in this Indenture provided, and where notices and demands to or upon the Company in respect of the Debt Securities or of such series and this Indenture may be served, and where the Securities may be presented for payment. The In case the Company will shall designate and maintain some office or agency other than the previously designated office or agency, it shall give the Trustee prompt written notice to the Trustee of the location, and any change in the location, of such office or agencythereof. If at any time In case the Company shall fail to maintain any such required office or agency or shall fail to furnish give such notice of the Trustee with location or of any change in the address thereoflocation thereof to the Trustee, such presentations, surrenders, notices presentations and demands may be made or and notices may be served at the corporate trust principal office of the Trustee. In addition to such office or agency, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different constitute and appoint one or additional more other offices or agencies to be maintained for such purposes (with respect to Securities of any series, and one or more paying agents for the payment of Securities of any series, in such cities or outside of such Place of Payment)in one or more other cities, and may from time to time rescind any such designationappointments, as the Company may deem desirable or expedient, and as to which the Company has notified the Trustee; provided, however, that no such designation appointment or rescission shall in any manner relieve the Company of its obligations described obligation to maintain such office or agency in the preceding paragraphBorough of Manhattan, City of New York, where Securities of such series may be presented for payment. Section 4.03. Appointment to fill a vacancy in the office of Trustee. The Company will give prompt written notice Company, whenever necessary to the Trustee of any such additional designation avoid or rescission of designation and any change fill a vacancy in the location office of any such different or additional office or agencyTrustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, The Company covenants and Premium, If Any, and Interest on, Debt Securities. The Company, agrees for the benefit of each series of Debt Securities, the Securities as follows: Section 4.01. The Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain Outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company also may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to 10 a.m. Eastern Standard Time on each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. Section 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. Section 4.05. The Company will not, while any of the Securities remain Outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with. Section 4.06. In the event that the Company issues a Discount Security, the Company shall file with the Trustee at or prior to the time of the authentication of such Discount Security a written notice, in such form as mutually agreed upon by the Company and the Trustee, specifying the amount of original issue discount that will be accrued on such Discount Security in each calendar year from the date of issuance to the maturity thereof.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain Outstanding, the Company agrees to maintain an office or agency in either the City of Monroe, State of Louisiana, or the Borough of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice As to the Trustee of the location, and any change in the location, of such office or agencyagency in either the City of Monroe, State of Louisiana, or the Borough of Manhattan, the City and State of New York, the Company shall designate the required office or agency to be located in either the City of Monroe, State of Louisiana or the Borough of Manhattan, the City and State of New York, for each series of Securities, such designation to continue with respect to such office or agency until the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor on such Securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms as those upon which sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company may also from time to time designate different will not, while any of the Securities remain Outstanding, create, or additional offices or agencies suffer to be maintained for created or to exist, any mortgage, lien, pledge, security interest or other encumbrance of any kind upon any property of any character of the Company whether now owned or hereafter acquired or upon any of the income or profits therefrom unless it shall make effective provision whereby the Securities then Outstanding shall be secured by such purposes (in mortgage, lien, pledge, security interest or outside of such Place of Payment), other encumbrance equally and may from time to time rescind ratably with any and all obligations and indebtedness thereby secured so long as any such designationobligations and indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent the Company from creating, or from suffering to be created or to exist, any mortgages, liens, pledges, security interests or other encumbrances, or any agreements, with respect to: (1) Purchase money mortgages, or other purchase money liens, pledges or encumbrances of any kind upon property hereafter acquired by the Company, or mortgages, liens, pledges, security interests or other encumbrances of any kind existing on such property at the time of the acquisition thereof, or conditional sales agreements or other title retention agreements with respect to any property hereafter acquired; provided, however, that no such designation mortgage, lien, pledge, security interest or rescission other encumbrance, and no such agreement, shall extend to or cover any other property of the Company; (2) Liens, pledges, security interests, mortgages or other encumbrances of any kind on the shares of stock of a corporation which, when such liens, pledges, security interests, mortgages or other encumbrances arise, concurrently becomes a Subsidiary or liens, pledges, security interests, mortgages or other encumbrances on all or substantially all of the assets of a corporation arising in connection with the purchase or acquisition thereof by the Company, provided that such lien or other security interest shall not attach to any manner relieve other assets of the Company; (3) Liens for taxes, assessments, governmental charges or levies; pledges or deposits to secure obligations under worker's compensation or unemployment insurance laws or similar legislation; pledges or deposits to secure performance in connection with bids, tenders, contracts, performance bonds and other similar arrangements (other than contracts for the payment of money) or leases to which the Company is a party; deposits to secure public or statutory obligations of the Company; materialmen’s, mechanics', carriers', workers', repairmen's or other like liens in the ordinary course of business, or deposits to obtain the release of such liens; deposits to secure surety and appeal bonds to which the Company is a party, other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any litigation or legal proceeding which at the time is currently being contested in good faith by appropriate proceedings; leases made, or existing on property acquired, in the ordinary course of business; landlord's liens under leases to which the Company is a party; zoning restrictions, easements, licenses, restrictions on the use of real property or minor irregularities in title thereto, which do not materially impair the use of such property in the operation of the business of the Company or the value of such property for the purpose of such business; the lien of the trustee under any indenture (including this Indenture), liens encumbering property or assets under construction arising from progress or partial payments; liens arising from the filing of UCC financing statements regarding leases or consignments; any interest or title of a lessor in the property subject to any capitalized lease or operating lease; liens arising out of consignment or similar arrangements entered into in the ordinary course of business; and liens existing on the date of this Indenture; (4) Indebtedness assumed by the Company of its obligations described the character specified in the preceding paragraphfirst proviso of Section 4.06 hereof; or (5) The replacement, extension or renewal of any mortgage, lien, pledge, security interest or other encumbrance, or of any agreement, permitted by the foregoing clauses (1), (2), (3), (4), or the replacement, extension or renewal (without increase) of the indebtedness secured thereby. SECTION 4.06. The Company will give prompt written notice to not, while any of the Trustee Securities remain Outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to, any other Company unless the provisions of Article Ten hereof are complied with. If upon any such additional designation consolidation or rescission merger, or sale or conveyance, any of designation the property of the Company owned by the Company prior thereto would thereupon become subject to any mortgage, security interest, pledge or lien, the Company prior to such consolidation, merger, sale or conveyance will secure the Outstanding Securities, or cause the same to be secured, equally and ratably with the other indebtedness or obligations secured by such mortgage, security interest, pledge or lien so long as such other indebtedness or obligations shall be so secured; provided, however, that the subjection of the property of the Company to any change mortgage, security interest, pledge or lien securing indebtedness of an Affiliate which is required to be assumed by the Company in connection with any merger or consolidation of such Affiliate shall be deemed excluded from the location operation of this Section and shall not require that any such different of the Securities be secured; and provided, further, that the subjection of property of the Company to any mortgage, security interest, pledge or additional office or agencylien of the character referred to in clauses (1), (2), (3), (4) and (5) of Section 4.05 shall be deemed excluded from the operation of this Section and shall not require that any of the Securities be secured.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, The Company covenants and Premium, If Any, and Interest on, Debt Securities. The Company, agrees for the benefit of each series of Debt Securities, the Securities as follows: SECTION 4.01 The Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for 4.02 So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04 The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05 The Company will not, while any of the Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with. SECTION 4.06 In the event that the Company issues a Discount Security, the Company shall file with the Trustee at or prior to the time of the authentication of such Discount Security a written notice, in such form as mutually agreed upon by the Company and the Trustee, specifying the amount of original issue discount that will be accrued on such Discount Security in each calendar year from the date of issuance to the maturity thereof.

Particular Covenants of the Company. The Company hereby covenants and agrees as follows: SECTION 4.015.01. Payment of Principal ofTo Pay Principal, Premium, if any, and Premium, If Any, and Interest on, Debt SecuritiesInterest. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of and premium, if any, and interest on, on each of the Debt Securities at Securities, and the placeinterest which shall have accrued thereon, at the respective times date and place and in the manner provided herein in the Securities and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.025.02. Maintenance of Offices To Maintain Office or Agencies for Registration of Transfer, Exchange and Payment of Debt SecuritiesAgency in New York. The Company will maintain in each Place the city in the United States in which the Company has its principal business office and, if (a) required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of Payment for any stock exchange on which the Securities may be listed or (b) Securities of any series are issued in definitive form, in The City of Debt SecuritiesNew York, and may maintain elsewhere, an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency agency, or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Principal Office of the Trustee, and the . The Company hereby initially appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate different one or additional more other offices or agencies to where the Securities may be maintained presented or surrendered for any or all of such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described result in the preceding paragraphcreation of a Security Register or Security Co- Registrar in addition to the Security Register required to be kept pursuant to Section 2.05 and any Security Co-Registrar appointed pursuant to Section 2.05. The Company will give prompt 22 written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. SECTION 5.03. The Company, or Paying Agent, to Hold in Trust Moneys for Payment of Principal, Premium, if any, and Interest. If the Company shall at any time act as its own paying agent with respect to any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series by their terms or as a result of the calling thereof for redemption shall become payable, the Company will set apart and segregate and hold in trust for the benefit of the holders of such Securities a sum sufficient to pay such principal and premium, if any, or interest which shall have so become payable and will notify the Trustee of its failure to act in that regard and of any failure by the Company or any other obligor upon the Securities of that series to make any such payment. If the Company shall appoint, and at the time have, a paying agent for the payment of the principal of and premium, if any, or interest on any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series shall become payable as aforesaid, whether by their terms or as a result of the calling thereof for redemption, the Company will pay to such paying agent a sum sufficient to pay such principal and premium, if any, or interest, to be held in trust for the benefit of the holders of such Securities. If such paying agent shall be other than the Trustee, the Company will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section 5.03 and of Section 11.03, (1) that such paying agent shall hold all sums held by such paying agent for the payment of the principal of and premium, if any, or interest on the Securities of that series in trust for the benefit of the holders of such Securities; (2) that such paying agent shall give to the Trustee notice of any default by the Company or any other obligor upon the Securities of that series in the making of any payment of the principal of and premium, if any, or interest on the Securities of that series when the same shall have become due and payable; and (3) that such paying agent shall, at any time during the continuance of any such default, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it. The Company hereby appoints The First National Bank of Chicago to act as its paying agent hereunder. Anything in this Section 5.03 to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a release or satisfaction of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or by any paying agent other than the Trustee as required by this Section 5.03, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such paying agent. Any money deposited with the Trustee or any paying agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Security and remaining unclaimed for three years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on Company request, or (if then held by the Company) shall be discharged from such trust; and the holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such paying agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon 23 cease; provided, however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Debentures as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Debentures (subject to the Company's right to extend or defer an Interest Payment Date) of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for established with respect to such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulDebentures. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Debentures remains outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York (which, unless changed, shall be a corporate trust office or agency of the Trustee), with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt Securities (i) Debentures of such that series may be presented or surrendered for payment, where Debt Securities (ii) Debentures of such that series may be surrendered presented as hereinabove authorized for registration of transfer or and exchange and where (iii) notices and demands to or upon the Company in respect of the Debt Securities Debentures of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by its President or General Manager and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (a) If the Company shall appoint one or more paying agents, other than the Trustee, for all or any series of the Debentures, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, that it will: (1) hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Debentures of that series (whether such sums have been paid to it by the Company or by any other obligor of such Debentures) in trust for the benefit of the persons entitled thereto; (2) give the Trustee notice of any failure by the Company (or by any other obligor of such Debentures) to make any payment of the principal of (and premium, if any) or interest on the Debentures of that series when the same shall be due and payable; (3) at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) perform all other duties of paying agent as set forth in in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debentures, it will, on or before each due date of the principal of (and premium, if any) or interest on Debentures of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Debentures of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Debentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Debentures, it will, prior to each due date of the principal of (and premium, if any) or interest on any Debentures of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.06 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such sums. SECTION 4.04. The company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company may also from will not, while any of the Debentures remain outstanding, consolidate with, merge into, merge into itself or sell or convey all or substantially all of its property to any other company, unless the provisions of Article Ten hereof are complied with. SECTION 4.06. If there shall have occurred any event that would, with the giving of notice or the passage of time, or both, constitute an Event of Default under the Indenture, or the Company shall have given notice of its selection of an extended interest payment period as provided in the Indenture and such period, or any extension thereof, shall be continuing, the Company will not, until all defaulted interest on the Debentures and all interest accrued on the Debentures during an extended interest payment period and all principal and premium, if any, then due and payable on the Debentures shall have been paid in full, (i) declare, set aside or pay any dividend or distribution on any capital stock of the Company, except for dividends or distributions in shares of its capital stock or in rights to acquire shares of its capital stock, or (ii) repurchase, redeem or otherwise acquire, or make any sinking fund payment for the purchase or redemption of, any shares of its capital stock (except by conversion into or exchange for shares of its capital stock and except for a redemption, purchase or other acquisition of shares of its capital stock made for the purpose of an employee incentive plan or benefit plan of the Company or any of its subsidiaries, if any, and except for mandatory redemption or sinking fund payments with respect to any series of preferred stock of the Company that are subject to mandatory redemption or sinking fund requirements, provided that the aggregate stated value of all such series outstanding at the time to time designate different of any such payment does not exceed five percent of the aggregate of (1) the total principal amount of all bonds or additional offices other securities representing secured indebtedness issued or agencies assumed by the Company and then outstanding and (2) the capital and surplus of the Company to be maintained for stated on the books of account of the Company after giving effect to such purposes (in or outside of such Place of Paymentpayment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall any moneys deposited in any manner relieve the Company sinking fund and not in violation of its obligations described in the preceding paragraph. The Company will give prompt written notice this provision may thereafter be applied to the Trustee purchase or redemption of any such additional designation or rescission preferred stock in accordance with the terms of designation and any change such sinking fund without regard to the restrictions contained in the location of any such different or additional office or agencythis Section.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, The Company covenants and Premium, If Any, and Interest on, Debt Securities. The Company, agrees for the benefit of each series of Debt Securities, the Securities as follows: Section 4.01. The Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain Outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company also may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. Section 4.03. If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, The Company covenants and Premium, If Any, and Interest on, Debt Securities. The Company, agrees for the benefit of each series of Debt Securities, the Securities as follows: Section 4.01. The Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. Section 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. Section 4.05. The Company will not, while any of the Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with. Section 4.06. In the event that the Company issues a Discount Security, the Company shall file with the Trustee at or prior to the time of the authentication of such Discount Security a written notice, in such form as mutually agreed upon by the Company and the Trustee, specifying the amount of original issue discount that will be accrued on such Discount Security in each calendar year from the date of issuance to the maturity thereof.

Particular Covenants of the Company. The Company covenants as follows: SECTION 4.013.01. Payment of Principal of, of (and Premium, If if Any, ) and Interest on, Debt on Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, on each series of the Debt Securities at the place, at the respective times and places and in the manner provided herein in such Securities and in the Debt Securitiesthis Indenture. Each payment from the Company to the Trustee or to the Paying Agent shall be accompanied by a written notice that designates the series to which such payment relates. As a condition precedent to the payment of any interest on a Security, the Company or the Paying Agent may require the holder of such Security to furnish such evidence as will enable the Company to determine whether it is required by law to deduct or to retain any tax or taxes from the interest so payable. An installment of principal or interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date it is due if the trustee or Paying Agent holds on such that date the Trustee or any paying agent holds in accordance with this Indenture money designated for and sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulinstallment. SECTION 4.023.02. Maintenance of Offices Office or Agencies Agency for Registration of Transfer, Exchange and Payment of Debt Securities. The So long as any of the Securities shall remain outstanding, the Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency where Debt Securities in the City of such series may be presented or surrendered for paymentDallas, Texas, where Debt the Securities of such series may be surrendered for exchange or registration of transfer or exchange as in this Indenture provided, and where notices and demands to or upon the Company in respect of the Debt Securities or of such series and this Indenture may be served, and where the Securities may be presented or surrendered for payment. The Company will give to the Trustee prompt written notice to the Trustee of the location, and location of any change in the location, of such office or agencyagency and of any change of location thereof. If at any time In case the Company shall fail to maintain any such required office or agency or shall fail to furnish give such notice of the Trustee with location or of any change in the address location thereof, such presentations, surrenders, notices presentations and demands may be made or and notices may be served at the corporate trust principal office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive at the aforesaid office all such surrenders, presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agency.

Particular Covenants of the Company. SECTION 4.01. Payment Anything in this Indenture or in any Bond to the contrary notwithstanding, the Company, expressly for the equal and ratable benefit of Principal ofthe original and future holders of the Bonds, represents and warrants the truth and correctness of the information set forth in the Preliminary Statement, and Premium, If Any, covenants and Interest on, Debt Securitiesagrees as follows: SECTION 6.01. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay do or cause to be paid done all things necessary to preserve and keep in full effect the principal ofexistence, franchises, rights and privileges as a limited partnership in good standing of the Company and each operating Subsidiary, respectively, under the laws of its jurisdiction of organization, and will do or cause to be done all things necessary to obtain, preserve and keep in full effect the qualification of the Company and each operating Subsidiary, respectively, as a foreign partnership to do business and in good standing in each jurisdiction (other than the jurisdiction of its organization) wherein the character of its assets or the nature of its business makes such qualification necessary and in which any such failure to so qualify would have a material adverse effect on the business or operations of the Company and its Subsidiaries taken as a whole; provided, however, that, the Company may sell any Subsidiary and any Subsidiary may be dissolved, merged into or consolidated with or its assets transferred to, the Company or another subsidiary, and except as further provided in Article 15 hereof. The Company will comply with, or cause to be complied with, all requirements of each instrument and all legal requirements, which are applicable to the Company, any Subsidiary, the property of the Company or any Subsidiary, the Trust Estate or any portion thereof. SECTION 6.02. The Company has full power and lawful authority to Grant (or cause to be Granted) the property described in the Granting Clauses of this Indenture to the Trustees, and warrant that such property is free and clear of all liens, charges and other encumbrances other than Permitted Encumbrances. The Company and each Operating Subsidiary which is at the time an owner of any Mortgaged and Pledged Property will have full power and lawful authority to Grant the property Granted by it to the Trustees at the time of taking such action. The Company will at all times protect or cause to be protected the title to the Trust Estate, and will forever warrant and defend the same and the rights of the Trustees therein and thereto against the claims and demands of all persons, and will maintain the Lien of this Indenture so long as any Bond remains outstanding. SECTION 6.03. The Company will, at its expense and from time to time, and will cause any Operating Subsidiary to, execute and deliver any and all such instruments of further assurance and other instruments, and do any and all such acts, or cause the same to be done, as the Trustees shall deem necessary or advisable to better Grant and confirm to the Trustees the Trust Estate or to carry out more effectively the purposes of this Indenture. SECTION 6.04. The Company will punctually pay, or cause to be paid, the principal, premium, if any, and interest on, each to become due in respect of the Debt Securities at Bonds Outstanding according to the placeprovisions hereof and thereof, at the respective times and in the manner provided herein and in the Debt Securities. Each installment of interest will not claim any credit on the Debt Securities may at Bonds Outstanding or make any deduction from the Company's option be paid payments thereon by mailing checks for such interest payable to reason of the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities payment of any series shall be considered paid on taxes levied at any time or from time to time upon the date due if on such date the Trustee Trust Estate or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indentureportion thereof. SECTION 6.05. The Company shall pay interest on overdue principal at covenants and agrees that, except as otherwise provided herein, this Indenture is and always will be kept a first lien upon all of the rate specified therefor in Mortgaged and Pledged Property subject only to Permitted encumbrances, and that it will not create, or suffer to be created or to arise, 36 51 or allow to exist any other lien or charge {other than Permitted Encumbrances) having priority to, preference over or parity with the Debt Securities Lien of this Indenture upon the Mortgaged and it shall pay interest on overdue installments of interest at Pledged Property, or any part thereof, or upon the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securitiesincome therefrom. The Company will pay and discharge, or cause to be paid and discharged, before they become delinquent, (i) all taxes (including income, franchise and gross receipts taxes), assessments and other governmental and similar charges levied upon or assessed against it, the Trustees as such, the Trust Estate or any portion thereof, any other property of the Company or any operating Subsidiary or any income therefrom, or the interest of the Trustees in any thereof; and (ii) all claims for labor and supplies, which, if unpaid, might by law become a lien upon any of the Mortgaged and Pledged Property. Notwithstanding the foregoing, nothing in this Section 6.05 shall require the payment or discharge of any such tax, assessment, charge or claim so long as the Company or such Operating Subsidiary shall in good faith contest the amount, the applicability or validity thereof by proper Proceedings which shall operate, during the continuance thereof, to prevent the collection thereof and the sale or forfeiture of such property to satisfy the same. (A) The Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency in the place of payment where Debt Securities of such series Bonds may be presented or surrendered for payment, where Debt Securities of such series Bonds may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series Bonds and this Indenture may be served. The Company will give prompt written notice to the Trustee Trustees of the location, and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee Trustees with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust main office of the Corporate Trustee, and the Company hereby appoints the Corporate Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate different one or additional more other offices or agencies to where the Bonds may be maintained presented or surrendered for such any or all of the purposes (specified above in or outside of such Place of Payment), this Section 6.06(A) and may from time to time rescind any such designationdesignations, as the Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described obligation to maintain an office or agency in the preceding paragrapheach place of payment for such purposes. The Company will give prompt written notice to the Corporate Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. (B) The Company hereby appoints the Corporate Trustee as paying agent and the Company covenants that, if it shall appoint a paying agent other than the Corporate Trustee, it will cause such paying agent to execute and deliver to the Corporate Trustee an instrument in which such paying agent shall agree with the Corporate Trustee, subject to the provisions of this Section 6.06, (1) that such paying agent shall hold all sums held by it as such agent for the payment of the principal of and the premium, if any, or the interest on any of the Bonds in trust for the benefit of the holders of such Bonds or the Trustees; (2) that such paying agent shall give the Corporate Trustee notice of any Default of the Company in making any payment of the principal of and the premium, if any, or the interest on the Bonds when the same shall be due and payable; and (3) at any time during the continuance of any such Default, upon the written request of the Corporate Trustee, forthwith to pay to the Corporate Trustee all sums so held in trust by such paying agent. (C) The Company covenants and agrees that, if it should at any time act as its own paying agent, it will, on or before each due date of the principal of and the premium if any, or the interest on the Bonds set aside and segregate and hold in trust for the benefit of the holders of the Bonds a sum sufficient to pay such principal and premium, if any, or interest so becoming due until such sums shall be paid to such holders or otherwise disposed of as herein provided and will notify the Corporate Trustee of its action or of any failure to take such action. Whenever the Company shall have one or more paying agents, it will, prior to each due date of the principal of, and premium, if any, or interest on, any Bonds, deposit with one or more paying agents a sum sufficient to pay the principal, and premium, if any, or interest, so becoming due, such sum to be held in trust for the benefit of the Holders of Bonds entitled to such principal, premium or interest, and (unless such paying agent is the Corporate Trustee) the Company will promptly notify the Corporate Trustee of its action or failure so to act. (D) Anything in Section 6.06 to the contrary notwithstanding, the Company may at any time, for the purposes of obtaining the satisfaction and discharge of this Indenture or for any other reason, pay, or by Company Order direct any paying agent to pay, to the Corporate Trustee all sums held in trust by the Company or any paying agent as required by this Section 6.06, such sums to be held by the Corporate Trustee upon the trusts contained in this Indenture. Upon such payment by any paying agent to the Corporate Trustee, such paying agent shall be released from all further liability with respect to such money. (E) Anything in this Section 6.06 to the contrary notwithstanding, the holding of sums in trust as provided in this Section 6.06 is subject to the provision of Section 20.03 hereof. SECTION 6.07. The Company will pay or cause to be paid all Debt of the Company and of each Subsidiary (but, in the case of Debt of a Subsidiary on which the Company is not liable, the Company shall be obligated so to do only to the extent that such Subsidiary's assets shall be sufficient for the purpose), as and when same shall become due and payable, and will observe, perform and discharge in accordance with their terms all of the covenants, conditions and obligations which are imposed on it by any and all mortgages, indentures and Other agreements evidencing or securing Debt of the Company or pursuant to which such Debt is issued, so as to prevent the occurrence of any act or omission which is a default thereunder, and which remains uncured or is not waived for a

Particular Covenants of the Company. The Company hereby covenants and agrees as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities5.01. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of and premium, if any, and interest on, on each of the Debt Securities at Securities, and the placeinterest which shall have accrued thereon, at the respective times date and place and in the manner provided herein in the Securities and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities5.02. The Company will maintain in each Place the city in the United States in which the Company has its principal business office and in The City of Payment for any series of Debt SecuritiesNew York, and may maintain elsewhere, an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency agency, or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Principal Office of the Trustee, and the . The Company hereby initially appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate different one or additional more other offices or agencies to where the Securities may be maintained presented or surrendered for any or all of such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described result in the preceding paragraphcreation of a Security Register or Security Co-Registrar in addition to the Security Register required to be kept pursuant to Section 2.05 and any Security Co-Registrar appointed pursuant to Section 2.05. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. SECTION 5.03. If the Company shall at any time act as its own paying agent with respect to any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series by their terms or as a result of the calling thereof for redemption shall become payable, the Company will set apart and segregate and hold in trust for the benefit of the holders of such Securities a sum sufficient to pay such principal and premium, if any, or interest which shall have so become payable and will notify the Trustee of its failure to act in that regard and of any failure by the Company or any other obligor upon the Securities of that series to make any such payment. If the Company shall appoint, and at the time have, a paying agent for the payment of the principal of and premium, if any, or interest on any series of Securities, then, on or before the date on which the principal of and premium, if any, or interest on any of the Securities of that series shall become payable as aforesaid, whether by their terms or as a result of the calling thereof for redemption, the Company will pay to such paying agent a sum sufficient to pay such principal and premium, if any, or interest, to be held in trust for the benefit of the holders of such Securities. If such paying agent shall be other than the Trustee, the Company will cause such paying agent to execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section 5.03 and of Section 11.03, (1) that such paying agent shall hold all sums

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. 4.01 The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, on each of the Debt Securities of any series, at the placeplace or places, at the respective times and in the manner provided herein in the Securities of such series and in this Indenture. SECTION 4.02 As long as any of the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XIIremain outstanding, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency where Debt Securities in the Borough of Manhattan, The City of New York, State of New York (and at such other place, if any, as shall be specified in the form of such series Security as a place for payment of principal and interest) where the Securities may be presented or surrendered for paymentregistration of transfer and for exchange as in this Indenture provided, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities or of such series and this Indenture may be servedserved and where the Securities may be presented for payment. The Company will give prompt written notice to the Trustee notice of the location, location of each such office or agency and of any change in the location, of such office or agencylocation thereof. If at any time In case the Company shall fail to maintain any such required office or agency or shall fail to furnish give such notice of the Trustee with location or of any change in the address location thereof, such presentations, surrenders, presentations may be made and notices and demands may be made or served at the principal corporate trust office of the Trustee. SECTION 4.03 If the Company shall at any time mortgage, pledge or otherwise subject to any lien the whole or any part of any property or assets now owned or hereafter acquired by it, except as hereinafter provided in this Section 4.03, the Company will secure the outstanding Securities, and any other obligations of the Company hereby appoints which may then be outstanding and entitled to the benefit of a covenant similar in effect to this covenant, equally and ratably with the indebtedness or obligations secured by such mortgage, pledge or lien, so long as any such indebtedness or obligations shall be so secured. The foregoing covenant shall not apply to (1) the creation of purchase money mortgages or liens, including any capital lease obligations, or to the extension, renewal or refunding thereof, (2) liens on property existing at the time such property is acquired by the Company, or to the extension, renewal or refunding thereof, or (3) to the making of any deposit or pledge to secure public statutory obligations or with any governmental agency at any time required by law in order to qualify the Company to conduct its business or any part thereof or in order to entitle it to maintain self insurance or to obtain benefits of any law relating to worker's compensation, unemployment insurance, old age pensions or other social security, or with any court, board, commission, or governmental agency as security incident to the proper conduct of any proceeding before such court, board, commission or governmental agency. Nothing herein contained shall prevent a subsidiary or other affiliate of the Company from mortgaging, pledging or subjecting to any lien any property or assets whether or not acquired by such subsidiary or affiliate from the Company. SECTION 4.04 The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. (a) Whenever the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.05, (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of any series (whether such sums have been paid to it by the Company or by any other obligor on the Securities of such series, including the Guarantor) in trust for the benefit of the respective Holders of the Securities of such series entitled thereto and will notify the Trustee of the receipt of sums to be so held, (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Securities of such series, including the Guarantor) to make any payment of the principal of (or premium, if any) or interest on the Securities when the same shall be due and payable, and (3) at any time during the continuance of such failure, immediately pay to the Trustee all sums so held in trust by the paying agent. (b) If the Company shall act as its agent to receive all presentationsown paying agent, surrendersit will, notices on or before each due date of the principal of (and demands. The Company may also from time to time designate different premium, if any) or additional offices or agencies to be maintained interest on the Securities of any series, set aside, segregate and hold in trust for such purposes (in or outside the benefit of the respective holders of the Securities of such Place of Payment)series entitled thereto a sum sufficient to pay such principal (and premium, and may from time to time rescind any such designation; providedif any) or interest if any, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraphso becoming due. The Company will give prompt written notice to promptly notify the Trustee of any failure to take such additional designation action. (c) Anything in this Section 4.05 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture pursuant to Section 11.01 or rescission for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent hereunder as required by this Section 4.05, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 4.05 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.05 is subject to the provisions of designation Sections 11.03 and any change in 11.04. SECTION 4.06 The Company shall file with the location Trustee promptly at the end of any each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and amounts of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such different or additional office or agencyyear and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Debentures as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Debentures of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for established with respect to such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulDebentures. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Debentures remain outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt Securities (i) Debentures of such that series may be presented or surrendered for payment, where Debt Securities (ii) Debentures of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities Debentures of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The . (a) If the Company may also from time shall appoint one or more paying agents for all or any series of the Debentures, other than the Trustee, the Company will cause each such paying agency to time designate different execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or additional offices interest on the Debentures of that series (whether such sums have been paid to it by the Company or agencies to be maintained for such purposes (in or outside by any other obligor of such Place Debentures) in trust for the benefit of Payment), and may from time to time rescind the persons entitled thereto: (2) that it will give the Trustee notice of any such designation; provided, however, that no such designation or rescission shall in any manner relieve failure by the Company (or by any other obligor of its obligations described such Debentures) to make any payment of the principal of (and premium, if any) or interest on the Debentures of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph. The Company will give prompt paragraph (a)(2) above, upon the written notice request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debentures, it will on or before each due date of the principal of (and premium, if any) or interest on Debentures of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such additional designation principal (and premium, if any) or rescission interest so becoming due on Debentures of designation that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any change failure (by it or any other obligor on such Debentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Debentures, it will, prior to each due date of the principal of (and premium, if any) or interest on any Debentures of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the location office of any such different or additional office or agencyTrustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Debentures as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any), and interest on, each the Debentures of the Debt Securities such series at the place, at the respective times time and place and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for established with respect to such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulDebentures. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Debentures remain Outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, The City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt Securities (i) Debentures of such that series may be presented or surrendered for payment, where Debt Securities (ii) Debentures of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities Debentures of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some other office or agency for any or all of such purposes. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The . (a) If the Company may also from time shall appoint one or more paying agents for all or any series of the Debentures, other than the Trustee, the Company will cause each such paying agent to time designate different execute and deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any), or additional offices interest on, the Debentures of that series (whether such sums have been paid to it by the Company or agencies to be maintained for such purposes (in or outside by any other obligor of such Place Debentures) in trust for the benefit of Paymentthe persons entitled thereto; (2) that it will give the Trustee written notice of any failure by the Company (or by any other obligor of such Debentures) to make any payment of the principal of (and premium, if any), or interest on, the Debentures of that series when the same shall be due and may from payable; (3) that it will, at any time during the continuance of any failure referred to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt paragraph (a)(2) above, upon the written notice request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debentures, it will, on or before each due date of the principal of (and premium, if any), or interest on, Debentures of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such additional designation principal (and premium, if any) or rescission interest so becoming due on Debentures of designation that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of such action, or any change failure (by it or any other obligor on such Debentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Debentures, it will, prior to each due date of the principal of (and premium, if any), or interest on, any Debentures of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the location office of any such different or additional office or agencyTrustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (i) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the persons entitled thereto; (ii) that it will give the Trustee notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (iii) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (iv) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain Outstanding, the Company agrees to maintain an office or agency in either the City of Monroe, State of Louisiana, or the Borough of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice As to the Trustee of the location, and any change in the location, of such office or agencyagency in either the City of Monroe, State of Louisiana, or the Borough of Manhattan, the City and State of New York, the Company shall designate the required office or agency to be located in either the City of Monroe, State of Louisiana, or the Borough of Manhattan, the City and State of New York, for each series of Securities, such designation to continue with respect to such office or agency until the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor on such Securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms as those upon which sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company may also from time to time designate different will not, while any of the Securities remain Outstanding, create, or additional offices or agencies suffer to be maintained for created or to exist, any mortgage, lien, pledge, security interest or other encumbrance of any kind upon any property of any character of the Company whether now owned or hereafter acquired or upon any of the income or profits therefrom unless it shall make effective provision whereby the Securities then Outstanding shall be secured by such purposes (in mortgage, lien, pledge, security interest or outside of such Place of Payment), other encumbrance equally and may from time to time rescind ratably with any and all obligations and indebtedness thereby secured so long as any such designationobligations and indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent the Company from creating, or from suffering to be created or to exist, any mortgages, liens, pledges, security interests or other encumbrances, or any agreements, with respect to: (1) Purchase money mortgages, or other purchase money liens, pledges or encumbrances of any kind upon property hereafter acquired by the Company, or mortgages, liens, pledges, security interests or other encumbrances of any kind existing on such property at the time of the acquisition thereof, or conditional sales agreements or other title retention agreements with respect to any property hereafter acquired; provided, however, that no such designation mortgage, lien, pledge, security interest or rescission other encumbrance, and no such agreement, shall extend to or cover any other property of the Company; (2) Liens, pledges, security interests, mortgages or other encumbrances of any kind on the shares of stock of a corporation which, when such liens, pledges, security interests, mortgages or other encumbrances arise, concurrently becomes a Subsidiary or liens, pledges, security interests, mortgages or other encumbrances on all or substantially all of the assets of a corporation arising in connection with the purchase or acquisition thereof by the Company, provided that such lien or other security interest shall not attach to any manner relieve other assets of the Company; (3) Liens for taxes, assessments, governmental charges or levies; pledges or deposits to secure obligations under worker's compensation or unemployment insurance laws or similar legislation; pledges or deposits to secure performance in connection with bids, tenders, contracts, performance bonds and other similar arrangements (other than contracts for the payment of money) or leases to which the Company is a party; deposits to secure public or statutory obligations of the Company; materialmen's, mechanics', carriers', workers', repairmen's or other like liens in the ordinary course of business, or deposits to obtain the release of such liens; deposits to secure surety and appeal bonds to which the Company is a party, other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any litigation or legal proceeding which at the time is currently being contested in good faith by appropriate proceedings; leases made, or existing on property acquired, in the ordinary course of business; landlord's liens under leases to which the Company is a party; zoning restrictions, easements, licenses, restrictions on the use of real property or minor irregularities in title thereto, which do not materially impair the use of such property in the operation of the business of the Company or the value of such property for the purpose of such business; the lien of the trustee under any indenture (including this Indenture), liens encumbering property or assets under construction arising from progress or partial payments; liens arising from the filing of UCC financing statements regarding leases or consignments; any interest or title of a lessor in the property subject to any capitalized lease or operating lease; liens arising out of consignment or similar arrangements entered into in the ordinary course of business; and liens existing on the date of this Indenture; (4) Indebtedness assumed by the Company of its obligations described the character specified in the preceding paragraphfirst proviso of Section 4.06 hereof; or (5) The replacement, extension or renewal of any mortgage, lien, pledge, security interest or other encumbrance, or of any agreement, permitted by the foregoing clauses (1), (2), (3), (4), or the replacement, extension or renewal (without increase) of the indebtedness secured thereby. SECTION 4.06. The Company will give prompt written notice to not, while any of the Trustee Securities remain Outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to, any other Company unless the provisions of Article Ten hereof are complied with. If upon any such additional designation consolidation or rescission merger, or sale or conveyance, any of designation the property of the Company owned by the Company prior thereto would thereupon become subject to any mortgage, security interest, pledge or lien, the Company prior to such consolidation, merger, sale or conveyance will secure the Outstanding Securities, or cause the same to be secured, equally and ratably with the other indebtedness or obligations secured by such mortgage, security interest, pledge or lien so long as such other indebtedness or obligations shall be so secured; provided, however, that the subjection of the property of the Company to any change mortgage, security interest, pledge or lien securing indebtedness of an Affiliate which is required to be assumed by the Company in connection with any merger or consolidation of such Affiliate shall be deemed excluded from the location operation of this Section and shall not require that any such different of the Securities be secured; and provided, further, that the subjection of property of the Company to any mortgage, security interest, pledge or additional office or agencylien of the character referred to in clauses (1), (2), (3), (4) and (5) of Section 4.05 shall be deemed excluded from the operation of this Section and shall not require that any of the Securities be secured.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, The Company covenants and Premium, If Any, and Interest on, Debt Securities. The Company, agrees for the benefit of the Holders of each series of Debt Securities, Securities that it will duly and punctually pay or cause to be paid the principal of, of and premium, if any, and interest on, each of on the Debt Securities of that series at the placeplaces, at the respective times and in the manner provided herein and in the such Debt Securities. Each installment of interest on the interest-bearing Registered Debt Securities of any series may at the Company's option be paid by mailing checks for such interest payable to or upon the Person written order of the Holders of such Registered Debt Securities entitled thereto to the address of such Person as it appears they shall appear on the Debt Security Register maintained pursuant to Section 2.07(a)Register. Principal, premium and The interest of on Coupon Debt Securities of any series shall be considered paid payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. The interest on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the temporary bearer Debt Securities of such series are denominated (except shall be paid, as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate evidenced by coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the extent lawfulother installments of interest, if any, only upon presentation of such Debt Securities for notation thereon of the payment of such interest. The interest on Registered Debt Securities shall be payable only to or upon the written order of the Holders thereof. SECTION 4.02. Maintenance As long as any of Offices or Agencies for Registration the Debt Securities of Transfera series remain outstanding, Exchange and Payment of Debt Securities. The the Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency in the City of New York, New York, in the City of Chicago, Illinois, and in any other Place of Payment, where the Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and registration of transfer as in this Indenture provided, where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be servedserved and where the Debt Securities and any coupons appurtenant thereto may be presented for payment. The Company will give prompt written notice to Principal Corporate Trust Office of the Trustee shall be said office or agency for all the aforesaid purposes, unless the Company shall maintain some other office or agency for such purposes and shall give the Trustee notice of the location, and any change in the location, of such office or agencylocation thereof. If at any time In case the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereofagency, such presentations, surrenders, presentations may be made and notices and demands may be made or served at the corporate trust office Principal Corporate Trust Office of the TrusteeTrustee and, and in such event, the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. SECTION 4.03. SO long as any of the Debt Securities remain Outstanding and unpaid, the Company will not create, assume or suffer to exist and will not cause, suffer or permit any Restricted Subsidiary to create, assume or suffer to exist, any mortgage, pledge or other lien or encumbrance of or upon any Principal Property, or of or upon any indebtedness of, or equity securities of, any Restricted Subsidiary, without making effective provision, and the Company covenants that in any such case it will make or cause to be made effective provision, whereby the Debt Securities of each series outstanding shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably with any and all other obligations and indebtedness thereby secured so long as such indebtedness is so secured; provided, that the foregoing covenant shall not apply to any mortgage, pledge, lien or encumbrance of the following character. (a) mortgages, pledges, liens or encumbrances on property included within the foregoing covenant existing at the time of acquisition of such property or to secure the payment of all or any part of the purchase price thereof or to secure any indebtedness incurred at the time of, or within 90 days after, the acquisition of such property for the purpose of financing all or any part of the purchase price thereof; (b) mortgages, pledges, liens or encumbrances existing at the time such corporation became or becomes a Restricted Subsidiary; (c) mortgages, pledges, liens or encumbrances on property of a corporation existing at the time such corporation was or is (i) merged into or consolidated with the Company or a Restricted Subsidiary or (ii) otherwise acquired by the Company or any Restricted Subsidiary; (d) mortgages, pledges, liens or encumbrances executed by any Restricted Subsidiary and exclusively securing indebtedness of such Restricted Subsidiary held by the Company or any other Restricted Subsidiary; (e) liens or encumbrances arising by reason of any judgment, decree or order of any court, so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; liens for taxes not yet due or which are being contested in good faith; or pledges or deposits to secure payment of worker's compensation or other insurance; good faith deposits in connection with tenders, contracts (other than contracts for the payment of money) or leases; deposits to secure public or statutory obligations; deposits to secure or in lieu of surety or appeal bonds; or deposits as security for the payment of taxes; (f) extensions, renewals or replacements, in whole or in part, of any mortgage, pledge, lien or encumbrance referred to in the foregoing clauses (a) to (e), inclusive, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement; and (g) other mortgages, pledges, liens or encumbrances on property included in the foregoing covenant, provided that the sum of the aggregate indebtedness secured by such other mortgages, pledges, liens and encumbrances (exclusive of indebtedness secured by mortgages, pledges, liens and encumbrances permitted by clauses (a) through (f) hereof), and the aggregate Value of sale and leaseback transactions permitted under Section 4.04, shall not exceed an amount equal to 5% of Shareholders' Ownership as of the end of the fiscal quarter of the Company last preceding the date of the computation. The Company covenants and agrees that if, upon any consolidation or merger of the Company with or into any other corporation, or upon any sale or conveyance of the properties and assets of the Company as an entirety or substantially as an entirety to any other corporation, or upon any acquisition by the Company of all or any part of the property of another corporation, any Principal Property of the Company would thereupon become subject to any mortgage, pledge, encumbrance or lien, the Company, prior to such consolidation, merger, sale, conveyance or acquisition, will by indenture supplemental hereto secure the Debt Securities of all series then outstanding (equally and ratably with any other indebtedness of the Company then entitled to similar security) by a direct lien on such Principal Property of the Company prior to all liens other than any theretofore existing thereon. In the event that the Company shall hereafter secure the Debt Securities pursuant to the provisions of this Section 4.03, the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto and to take such action, if any, as it may also from time deem advisable to time designate different enable it to enforce effectively the rights of the Holders of the Debt Securities so secured. Subject to the provisions of Section 7.01, the Trustee may receive an Opinion of Counsel as conclusive evidence that such supplemental indenture or additional offices action taken to secure the Debt Securities complies with the provisions of this Section 4.03. SECTION 4.04. The Company will not sell to anyone other than a Restricted Subsidiary any Principal Property, or agencies to be maintained for such purposes (in or outside any substantial portion thereof, with the intention of taking back a lease of such Place property except a lease for a temporary period, not to exceed three years, by the end of Payment)which it is intended that the use of such property by the Company or any Restricted Subsidiary will be discontinued, and may from time the Company will not permit any Restricted Subsidiary to time rescind sell to anyone other than the Company or any other Restricted Subsidiary any Principal Property, or any substantial portion thereof, with the intention of taking back a lease of such designationproperty except a lease for a temporary period, not to exceed three years, by the end of which it is intended that the use of such property by any Restricted Subsidiary or the Company will be discontinued; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described may make or may permit a Restricted Subsidiary to make such a sale if, in the preceding paragraphalternative, either (a) the Company or a Restricted Subsidiary would be permitted under Section 4.03 to permit a mortgage, pledge, lien or encumbrance on a Principal Property securing indebtedness equal in amount to the Value of such sale and leaseback transaction without equally and ratably securing the Debt Securities; or (b) the net proceeds of such sale (including any purchase money mortgages received in connection with such sale) are at least equal to the fair value (as determined by the Board of Directors) of such property and the Company, within 120 days after the transfer of title to such property, applies an amount equal to the net proceeds derived from such sale (including the amount of any such purchase money mortgages) to the retirement of Debt Securities (in the manner, subject to the restrictions and at the redemption prices then applicable to redemption of Debt Securities at the option of the Company as specified in Sections 3.01 and 3.02) or other indebtedness of the Company or a Restricted Subsidiary with a maturity in excess of one year from the date of such sale and which is not subordinate in right of payment to the payment of the Debt Securities. SECTION 4.05. The Company will not, and it will not permit any Restricted Subsidiary to, transfer any Principal Property to any Unrestricted Subsidiary, unless the net proceeds of such transfer are at least equal to the fair value (as determined by the Board of Directors) of the property transferred. SECTION 4.06. So long as any of the Debt Securities remain outstanding and unpaid the Company will at all times (except as otherwise provided or permitted in this Section 4.06 or elsewhere in this Indenture) do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and franchises and the corporate existence and franchises of each Restricted Subsidiary; provided, that nothing herein shall require the Company to continue the corporate existence or franchises of any Restricted Subsidiary if in the judgment of the Board of Directors it shall be necessary, advisable or in the interest of the Company to discontinue the same. SECTION 4.07. The Company will not consolidate or merge with or sell, convey or lease all or substantially all of its property to any other corporation except as permitted in Article Eleven. SECTION 4.08. From time to time the Company will make, execute and deliver to the Trustee or cause to be made, executed and delivered to the Trustee any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention of or to facilitate the performance of the terms of this Indenture or to secure the rights and remedies hereunder of the Holders of the Debt Securities. SECTION 4.09. On or before May 1, 1983, and on or before May 1 in each year thereafter, the Company shall file with the Trustee a statement, signed by the Chairman of the Board, Vice Chairman of the Board, or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company, stating that in the course of the performance by the signers of their duties as such officers of the Company they would normally obtain knowledge of any default by the Company in the performance or fulfillment of any covenant, agreement or condition contained in this Indenture, stating whether or not they have obtained knowledge of any such default, and, if so, specifying each such default of which the signers have knowledge and the nature and status thereof. SECTION 4.10. The Company, whenever necessary to avoid or tell a vacancy in the office Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Debt Securities hereunder. (a) Whenever the Company shall appoint a paying agent (other than the Trustee) with respect to the Debt Securities of any series it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 4.11, (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Debt Securities of such series (whether such sums have been paid to it by the Company or by any other obliger on the Debt Securities of such series) in trust for the benefit of the respective Holders of the Debt Securities of such series or of the Trustee, as the case may be, and will notify the Trustee of the receipt of sums to be so held, (2) that it will give prompt the Trustee notice of any failure by the Company (or by any other obliger on the Debt Securities of such series) to make any payment of the principal of (and premium, if any) or interest on the Debt Securities of such series when the same shall be due and payable, and (3) that it will at any time during the continuance of an Event of Default, upon the written notice request of the Trustee, forthwith pay to the Trustee all sums so held by it as such agent. (b) If the Company shall act as its own paying agent, it will, on or before each due date of the principal of (and premium, if any) or interest on the Debt Securities of any series, set aside, segregate and hold in trust for the benefit of the respective Holders of Debt Securities of such series or of the Trustee, as the case may be, a sum sufficient to pay such principal (and premium, if any) or interest so becoming due. The Company will promptly notify the Trustee of any failure to take such additional designation action. (c) Anything in this Section 4.11 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or rescission for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent hereunder as required by this Section 4.11, such sums to be held by the Trustee upon the trusts herein contained. (d) Anything in this Section 4.11 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 4.11 is subject to the provisions of designation Sections 12.03 and any change in the location of any such different or additional office or agency12.04.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice As to the Trustee of the location, and any change in the location, of such office or agencyagency in the Borough of Manhattan, the City and State of New York, the Company shall, designate the required office or agency to be located in the Borough of Manhattan, the City and State of New York, for each Series of Securities, such designation to continue with respect to such office or agency until the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor on such securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. The Company may also from initially appoints the First Union National Bank, or its successor by merger, as paying agent. At any time prior to time designate different or additional offices or agencies the occurrence of an Event of Default and during a period when the Company has appointed a paying agent other than the Trustee, all references to payments of funds under the Indenture shall mean payments to be maintained made by such paying agent. (b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such purposes principal (in and premium, if any) or outside interest so becoming due on Securities of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such Place action, or any failure (by it or any other obligor on such Securities) to take such action. Whenever the Company shall have one or more paying agents for any series of Payment)Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from time all further liability with respect to time rescind such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company will not, while any of the Securities remain outstanding, create, or suffer to be created or to exist, any mortgage, lien, pledge, security interest or other encumbrance of any kind upon any property of any character of the Company whether now owned or hereafter acquired or upon any of the income or profits therefrom unless it shall make effective provision whereby the Securities then outstanding shall be secured by such mortgage, lien, pledge, security interest or other encumbrance equally and ratably with any and all obligations and indebtedness thereby secured so long as any such designationobligations and indebtedness shall be so secured; provided, however, that nothing in this Section shall be construed to prevent the Company from creating, or from suffering to be created or to exist, any mortgages, liens, pledges, security interests or other encumbrances, or any agreements, with respect to: (1) Purchase money mortgages, or other purchase money liens, pledges or encumbrances of any kind upon property hereafter acquired by the Company, or mortgages, liens, pledges, security interests or other encumbrances of any kind existing on such property at the time of the acquisition thereof, or conditional sales agreements or other title retention agreements with respect to any property hereafter acquired; provided, however, that no such designation mortgage, lien, pledge, security interest or rescission other encumbrance, and no such agreement, shall extend to or cover any other property of the Company; (2) The replacement, extension or renewal of any such mortgage, lien, pledge, security interest or other encumbrance, or of any such agreement, permitted by the foregoing clause (1), or the replacement or renewal (without increase in principal amount or extension of final maturity date) of the indebtedness secured thereby; (3) Liens for taxes or assessments or governmental charges or levies; pledges or deposits to secure obligations under worker's compensation laws or similar legislation; pledges or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Company is a party; deposits to secure public or statutory obligations of the Company; materialmen's, mechanics', carriers', workers', repairmen's or other like liens in the ordinary course of business, or deposits to obtain the release of such liens; deposits to secure surety and appeal bonds to which the Company is a party; other pledges or deposits for similar purposes in the ordinary course of business; liens created by or resulting from any manner relieve litigation or legal proceeding which at the time is currently being contested in good faith by appropriate proceedings; leases made, or existing on property acquired, in the ordinary course of business; landlord's liens under leases to which the Company is a party; zoning restrictions, easements, licenses, restrictions on the use of real property or minor irregularities in title thereto, which do not materially impair the use of such property in the operation of the business of the Company or the value of such property for the purpose of such business; or the lien of the Trustee described in Section 7.06 hereof; or (4) Indebtedness assumed by the Company of its obligations described the character specified in clause (a) of the preceding paragraphsecond paragraph of Section 4.06 hereof. SECTION 4.06. The Company will give prompt written notice to not, while any of the Trustee Securities remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to, any such additional designation or rescission other company unless the provisions of designation and any change in the location of any such different or additional office or agencyArticle Ten hereof are complied with.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Securities as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. (a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: i. that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the persons entitled thereto;

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt SecuritiesThe Company covenants as follows: Section 5.01. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, on each of the Debt Securities Debentures at the place, at the respective times time and place and in the manner provided herein and in the Debt SecuritiesDebentures. Section 5.02. Each installment As long as any of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XIIDebentures remain outstanding, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency or offices or agencies in the Borough of Xxxxxxxxx, Xxxx and State of New York, where Debt Securities of such series the Debentures may be presented or surrendered for paymentregistration of transfer and exchange as in this Indenture provided, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities Debentures or of such series and this Indenture may be served, and where the Debentures may be presented for payment. The Until otherwise designated by the Company will give prompt written in a notice to the Trustee of the locationTrustee, and any change in the location, of such office or agency. If at any time agency for all of the Company above purposes shall fail to maintain any such required office or agency or shall fail to furnish be the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the principal corporate trust office of the Trustee in the Borough of Manhattan, City and State of New York. Section 5.03. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, and will appoint, in the manner provided in Section 8.10, a Trustee, so that there shall at all times be a Trustee hereunder. (a) If the Company hereby appoints shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, (1) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures, or of the Trustee, as the case may be, (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of or interest on the Debentures when the same shall be due and payable, and (3) that at any time during the continuance of any Event of Default upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held by such paying agent. (b) If the Company shall act as its agent own paying agent, it will, on or before each due date of the principal of, premium, if any, or interest on, the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures, a sum sufficient to receive all presentationspay such principal, surrenderspremium, notices if any, or interest so becoming due and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), payable and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to notify the Trustee of any failure (by it or any other obligor on the Debentures) to take such additional designation action. (c) Whenever the Company shall have one or rescission more paying agents, it will, prior to each due date of designation the principal of, premium, if any, or interest on, the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, if any, or interest, so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium, if any, or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any change time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 13.04 hereof. Section 5.05. The Company covenants that, so long as any Debentures shall be outstanding under this Indenture, it will not create, assume or incur, or in any other manner become directly or indirectly liable in respect of, any indebtedness, in addition to its 7.20% Debentures due 2019, its 7 1/2% Debentures due 2020, its 6.60% Debentures due 2021, its 6.70% Debentures due 2021, its 8 3/4% Debentures due 2021, its 8% Debentures due 2022, its 7 1/4% Debentures due 2028, its 5.60% Debentures due 2025, its 1997 Series A Variable Rate Debentures and the Debentures, except the following: (a) current operating liabilities and current or other obligations (other than for borrowed money) incurred in the location ordinary course of business; (b) Current Indebtedness; (c) indebtedness (in addition to that referred to in subdivisions (a) and (b) above and (d) below) in an aggregate amount not in excess of $10,000,000 at any one time outstanding; and (d) indebtedness (in addition to that referred to in subdivisions (a), (b) and (c) above) in an aggregate amount not in excess of the sum of $20,000,000 plus 65% of the Amount of Net Property Additions at the time the Company first becomes liable in respect of any such different indebtedness. The Company covenants that, so long as any Debentures shall be outstanding under this Indenture, it will not create, assume or additional office incur, or agencyin any manner become directly or indirectly liable in respect of, any indebtedness (in addition to (as hereinafter defined) its 7.20% Debentures due 2019, its 7 1/2% Debentures due 2020, its 6.60% Debentures due 2021, its 6.70% Debentures due 2021, its 8 3/4% Debentures due 2021, its 8% Debentures due 2022, its 7 1/4% Debentures due 2028, its 5.60% Debentures due 2025, its 1997 Series A Variable Rate Debentures, the Debentures and that referred to in subdivisions (a), (b) and (c) above), unless the Gross Income of the Company, for a period of 12 consecutive calendar months within the 15 calendar months immediately preceding the incurring by the Company of such indebtedness, shall have been at least equal to twice the Annual Interest Charges.

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt SecuritiesThe Company covenants as follows: Section 5.01. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, and premium, if any, of and interest on, on each of the Debt Securities Debentures at the place, at the respective times time and place and in the manner provided herein and in the Debt SecuritiesDebentures. Section 5.02. Each installment As long as any of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XIIDebentures remain outstanding, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency or offices or agencies in the Borough of Manhattan, City and State of New York, where Debt Securities of such series the Debentures may be presented or surrendered for paymentregistration of transfer and exchange as in this Indenture provided, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities Debentures or of such series and this Indenture may be served, and where the Debentures may be presented for payment. The Until otherwise designated by the Company will give prompt written in a notice to the Trustee of the locationTrustee, and any change in the location, of such office or agency. If at any time agency for all of the Company above purposes shall fail to maintain any such required office or agency or shall fail to furnish be the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the principal corporate trust office of the Trustee in the Borough of Manhattan, City and State of New York. Section 5.03. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, and will appoint, in the manner provided in Section 8.10, a Trustee, so that there shall at all times be a Trustee hereunder. (a) If the Company hereby appoints shall appoint a paying agent other than the Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, (1) that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on the Debentures (whether such sums have been paid to it by the Company or by any other obligor on the Debentures) in trust for the benefit of the holders of the Debentures, or of the Trustee, as the case may be, (2) that it will give the Trustee notice of any failure by the Company (or by any other obligor on the Debentures) to make any payment of the principal of or interest on the Debentures when the same shall be due and payable, and (3) that at any time during the continuance of any Event of Default upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held by such paying agent. (b) If the Company shall act as its agent own paying agent, it will, on or before each due date of the principal of, premium, if any, or interest on, the Debentures, set aside, segregate and hold in trust for the benefit of the holders of the Debentures, a sum sufficient to receive all presentationspay such principal, surrenderspremium, notices if any, or interest so becoming due and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), payable and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to notify the Trustee of any failure (by it or any other obligor on the Debentures) to take such additional designation action. (c) Whenever the Company shall have one or rescission more paying agents, it will, prior to each due date of designation the principal of, premium, if any, or interest on, the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, if any, or interest, so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium, if any, or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (d) Anything in this Section to the contrary notwithstanding, the Company may, at any change time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained. (e) Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 13.04 hereof. Section 5.05. The Company covenants that, so long as any Debentures shall be outstanding under this Indenture, it will not create, assume or incur, or in any other manner become directly or indirectly liable in respect of, any indebtedness, in addition to its 7.20% Debentures due 2019, its 7-1/2% Debentures due 2020, its 6.60% Debentures due 2021, its 6.70% Debentures due 2021, its 8-3/4% Debentures due 2021, its 8% Debentures due 2022, its 7-1/4% Debentures due 2028 and the Debentures, except the following: (a) current operating liabilities and current or other obligations (other than for borrowed money) incurred in the location ordinary course of business; (b) Current Indebtedness; (c) indebtedness (in addition to that referred to in subdivisions (a) and (b) above and (d) below) in an aggregate amount not in excess of $10,000,000 at any one time outstanding; and (d) indebtedness (in addition to that referred to in subdivisions (a), (b) and (c) above) in an aggregate amount not in excess of the sum of $20,000,000 plus 65% of the Amount of Net Property Additions at the time the Company first becomes liable in respect of any such different indebtedness. The Company covenants that, so long as any Debentures shall be outstanding under this Indenture, it will not create, assume or additional office incur, or agencyin any manner become directly or indirectly liable in respect of, any indebtedness (in addition to its 7.20% Debentures due 2019, its 7-1/2% Debentures due 2020, its 6.60% Debentures due 2021, its 6.70% Debentures due 2021, its 8-3/4% Debentures due 2021, its 8% Debentures due 2002, its 7-1/4% Debentures due 2028, the Debentures and that referred to in subdivisions (a), (b) and (c) above), unless the Gross Income of the Company, for a period of 12 consecutive calendar months within the 15 calendar months immediately preceding the incurring by the Company of such indebtedness, shall have been at least equal to twice the Annual Interest Charges.

Particular Covenants of the Company. The Company hereby covenants as follows: SECTION 4.019.01. Payment That it is lawfully possessed of Principal ofall the aforesaid mortgaged and pledged property; that it will maintain and preserve the lien of this Indenture so long as any of the bonds issued hereunder are outstanding; and that it has good right and lawful authority to mortgage and pledge the mortgaged and pledged property, as provided in and Premiumby this Indenture and that the mortgaged and pledged property is at the date of the delivery hereof free and clear of any deed of trust, If Anymortgage, lien, charge or encumbrance thereon or affecting the title thereto prior to this Indenture other than as set forth in the granting clauses hereof and Interest on, Debt Securitiesother than excepted encumbrances. SECTION 9.02. The Company, for the benefit of each series of Debt Securities, That it will duly and punctually pay or cause to be paid the principal ofof and interest, and premium, if any, and interest onon all the bonds outstanding hereunder, each of the Debt Securities at the place, at the respective times and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant according to the terms of Article XII, thereof. As the Trustee or such paying agent, as the case may be, is not prohibited from paying such money coupons appertaining to the Holders on that date pursuant to the terms of the Indenture. The Company said bonds are paid they shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulbe canceled. SECTION 4.029.03. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company That it will maintain in each Place of Payment for any series of Debt Securities, keep an office or agency where Debt Securities agency, while any of such series may the bonds issued hereunder are outstanding, at any and all places at which the principal of or interest on any of said bonds shall be presented or surrendered for paymentpayable, where Debt Securities of such series may be surrendered for transfer or exchange and where notices notices, presentations and demands to or upon the Company in respect of the Debt Securities such bonds or coupons as may be payable at such places or in respect of such series and this Indenture may be servedgiven or made, and for the payment of the principal thereof and interest thereon. The Company will from time to time give prompt the Trustee written notice to the Trustee of the location, and any change in the location, location of such office or agency. If at any time offices or agency or agencies, and in case the Company shall fail to maintain any such required office or offices or agency or shall fail agencies or to furnish give the Trustee with written notice of the address location thereof, any such presentationsnotice, surrenders, notices and demands presentation or demand in respect of said bonds or coupons or of this Indenture may be given or made, unless other provision is expressly made herein, to or served upon the Trustee at its principal office in the corporate trust office City of the TrusteeSt. Louis, State of Missouri, and the Company hereby appoints authorizes such presentation and demand to be made to and such notice to be served on the Trustee as its in either of such events and the principal of and interest on said bonds shall in such event be payable at said office of the Trustee. SECTION 9.04. (a) That, subject to the provisions of subsection (c) of this Section, if the Company shall appoint a paying agent other than the Trustee, it will cause such paying agent to receive all presentations, surrenders, notices execute and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice deliver to the Trustee an instrument in which such paying agent shall agree with the Trustee, subject to the provisions of this Section, (1) that such paying agent shall hold in trust for the benefit of the bondholders or the Trustee all sums held by such paying agent for the payment of the principal of or interest on the bonds and premium, if any; and (2) that such paying agent shall give the Trustee notice of any default by the Company or any other obligor on the bonds in the making of any deposit with it for the payment of the principal of or interest on the bonds and premium, if any, and of any default by the Company or any other obligor on the bonds in the making of any such additional designation or rescission payment. Such paying agent shall not be obligated to segregate such sums from other funds of designation and any change in such paying agent except to the location of any such different or additional office or agencyextent required by law.

Particular Covenants of the Company. The Company covenants and agrees for each series of the Debentures as follows: SECTION 4.01. Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Company, for the benefit of each series of Debt Securities, Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Debentures of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for established with respect to such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawfulDebentures. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Debentures remain outstanding, the Company agrees to maintain an office or agency agency, which if such series of Debentures is not outstanding as a Global Debenture, shall be in the Borough of Manhattan, the City and State of New York, with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where Debt Securities (i) Debentures of such that series may be presented or surrendered for payment, where Debt Securities (ii) Debentures of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities Debentures of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by its Chairman of the Board, its President, any Vice President or its Treasurer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The . (a) If the Company may also from time shall appoint one or more paying agents for all or any series of the Debentures, other than the Trustee, the Company will cause each such paying agent to time designate different execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or additional offices interest on the Debentures of that series (whether such sums have been paid to it by the Company or agencies to be maintained for such purposes (in or outside by any other obligor of such Place Debentures) in trust for the benefit of Payment), and may from time to time rescind the persons entitled thereto; (2) that it will give the Trustee notice of any such designation; provided, however, that no such designation or rescission shall in any manner relieve failure by the Company (or by any other obligor of its obligations described such Debentures) to make any payment of the principal of (and premium, if any) or interest on the Debentures of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraphparagraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debentures, it will on or before each due date of the principal of (and premium, if any) or interest on Debentures of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Debentures of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Debentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Debentures, it will, prior to each due date of the principal of (and premium, if any) or interest on any Debentures of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.04, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such money. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company will give prompt written notice not, while any of the Debentures remain outstanding, consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other company unless the Trustee provisions of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agencyArticle Ten hereof are complied with.

Particular Covenants of the Company. SECTION 4.01Section 9.01 The Company hereby covenants that on the day hereof it is lawfully possessed of all the Mortgaged and Pledged Property; that it will maintain and preserve the Lien of this Indenture so long as any of the bonds issued hereunder are Outstanding; that (subject to the provisions of Section 18.03 hereof) all property of the Company hereafter acquired, made or constructed and wheresoever situated, except any hereinbefore or hereinafter expressly excepted, shall be subject to the Lien of this Indenture just as though said property was now owned by the Company and described herein; and that it has good right and lawful authority to mortgage and pledge the Mortgaged and Pledged Property, as provided in and by this Indenture. Payment Possession; maintenance of Principal of, and Premium, If Any, and Interest on, Debt Securities. Lien; Lien extends to all property unless expressly excepted Section 9.02 The Company, for the benefit of each series of Debt Securities, Company hereby covenants that it will duly and punctually pay or cause to be paid the principal of, of and interest and premium, if any, on all bonds Outstanding hereunder, according to the terms thereof; and interest onthat as the coupons appertaining to said bonds are paid they will be cancelled. Payment of principal and interest; cancellation of coupons (a) The Company hereby covenants that, each whenever necessary to avoid or fill a vacancy in the office of Trustee, the Debt Securities at the place, at the respective times and Company will in the manner provided herein in Section 19.15 hereof appoint a Trustee so that there shall be at all times a Trustee hereunder which shall at all times be a bank or trust company having its principal office and place of business in the Debt Securities. Each installment United States of interest on America, if there be such a bank or trust company willing and able to accept the Debt Securities may trust upon reasonable or customary terms, and which shall at all times be a corporation organized and doing business under the Company's option be paid by mailing checks for such interest payable to laws of the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities United States or of any series shall be considered paid on the date due if on such date the Trustee State or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee Territory or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments District of interest at the same rate to the extent lawful. SECTION 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for any series of Debt Securities, an office or agency where Debt Securities of such series may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands. The Company may also from time to time designate different or additional offices or agencies to be maintained for such purposes Columbia (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation if Section 310(a) of the Trust Indenture Act or rescission the rules and regulations of the Securities and Exchange Commission under the Trust Indenture Act at any time permit a corporation organized and doing business under the laws of any other jurisdiction to serve as trustee of an indenture qualified under the Trust Indenture Act, this Section 9.03 shall in any manner relieve be automatically amended to permit a corporation organized and doing business under the Company of its obligations described in the preceding paragraph. The Company will give prompt written notice to the Trustee laws of any such additional designation other jurisdiction to serve as Trustee hereunder), with a combined capital and surplus of at least Five Million Dollars ($5,000,000) or rescission the foreign currency equivalency thereof, and authorized under such laws to exercise corporate trust powers and Appointment of designation and any change in the location of any such different or additional office or agency.Trustee Automatic amendment

Particular Covenants of the Company. SECTION 4.01. Payment of Principal of, The Company covenants and Premium, If Any, and Interest on, Debt Securities. The Company, agrees for the benefit of each series of Debt Securities, the Securities as follows: Section 4.01. The Company will duly and punctually pay or cause to be paid the principal of, of (and premium, if any, ) and interest on, each on the Securities of the Debt Securities that series at the place, at the respective times time and place and in the manner provided herein and in the Debt established with respect to such Securities. Each installment of interest on the Debt Securities may at the Company's option be paid by mailing checks for such interest payable to the Person entitled thereto to the address of such Person as it appears on the Debt Security Register maintained pursuant to Section 2.07(a). Principal, premium and interest of Debt Securities of any series shall be considered paid on the date due if on such date the Trustee or any paying agent holds in accordance with this Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of the Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Debt Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. SECTION Section 4.02. Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The Company will maintain in each Place of Payment for So long as any series of Debt Securitiesthe Securities remain outstanding, the Company agrees to maintain an office or agency with respect to each such series, which shall be in the Borough of Manhattan, the City and State of New York or at such other location or locations as may be designated as provided in this Section 4.02, where Debt (i) Securities of such that series may be presented or surrendered for payment, where Debt (ii) Securities of such that series may be surrendered presented as hereinabove authorized for registration of transfer or exchange and where exchange, and (iii) notices and demands to or upon the Company in respect of the Debt Securities of such that series and this Indenture may be given or served. The Company will give prompt written notice , such designation to the Trustee of the location, and any change in the location, of continue with respect to such office or agencyagency until the Company shall, by written notice signed by an Authorized Officer and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee will initially act as paying agent for the Securities. The Company may also from time to time time, by written notice signed by an Authorized Officer and delivered to the Trustee, designate different one or additional more other offices or agencies to be maintained for such the foregoing purposes (in within or outside the Borough of such Place Manhattan, City of Payment)New York, and may from time to time rescind any such designationdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations described to maintain an office or agency in the preceding paragraphBorough of Manhattan, City of New York for the foregoing purposes. The Company will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional other office or agency. Section 4.03. If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: (1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the persons entitled thereto; (2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; (3) that it will, at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) that it will perform all other duties of paying agent as set forth in this Indenture.