Common use of Offices for Notices and Payments, etc Clause in Contracts

Offices for Notices and Payments, etc. So long as any of the Notes of any series remain Outstanding, the Corporation will maintain in New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes of such series may be presented for registration of transfer (the “Registrar”) and (c) an office or agency where notices and demands to or upon the Corporation in respect of the Notes of such series or this Indenture may be served. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. In case the Corporation shall fail to maintain any such office or agency in New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee. In addition to any such office or agency, the Corporation may from time to time designate one or more offices or agencies outside New York, New York and ___________, __________ where the Notes of any series may be presented for payment or for registration of transfer and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain any such office or agency in New York, New York or ___________, ___________ for the purposes above mentioned. The Corporation will give to the Trustee prompt written notice of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notes.

Offices for Notices and Payments, etc. So long as any of the Notes of any series remain Outstandingoutstanding, the Corporation Company will maintain in New York, New York or _________, ________ (a) an office or agency in the Borough of Manhattan, The City of New York, where the Notes of such series may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes of such series may be presented for registration of transfer (the “Registrar”) and (c) an office or agency for exchange as provided in this Indenture and where notices and demands to or upon the Corporation Company in respect of the Notes or of such series or this Indenture may be served. The Registrar shall keep a register Company hereby initially designates as such office or agency the office or agency of the Notes Trustee at 000 Xxxxxxx Xxxxxx, New York, New York 10286, Corporate Trust Department, for all of each series the foregoing purposes until such time, and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations except for as it shall determine. The term “Registrar” includes any additional registrarlong as, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent Company shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name designate and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation will give to the Trustee written notice of the location of any some other such office or agency and of any change of location give the Trustee written notice thereof. In case the Corporation Company shall fail to maintain any such office or agency in New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereofthereof to the Trustee, presentations and demands may be made and notices may be served at the Principal Office office or agency of the TrusteeTrustee in the Borough of Manhattan, The City of New York, and the Company hereby initially appoints the Trustee at such office or agency as its agent to receive all such presentations and demands. In addition to any such office offices or agencyagencies, the Corporation Company may from time to time designate constitute and appoint one or more other offices or agencies outside New York, New York and ___________, __________ where for such purposes with respect to the Notes and one or more paying agents for the payment of any series may be presented for payment the Notes, in one or for registration of transfer and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenturemore other cities, and the Corporation may from time to time rescind such designationappointments, as the Corporation Company may deem desirable or expedientexpedient 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 Corporation Company of its obligation to maintain any such office or agency in the Borough of Manhattan, The City of New York, New York for payment of the Notes. Notwithstanding any provisions of this Indenture or ___________, ___________ for the purposes above mentioned. The Corporation will give Notes to the Trustee prompt written notice contrary, at the option of the Company, payment of interest on any Note may be made by check pursuant to the terms of such designation Note mailed to the address of the Person entitled thereto as such address shall appear in the Note Register, except that (i) a holder of $20,000,000 or rescission thereof. The Corporation initially appoints more in aggregate principal amount of Notes will be entitled to receive such payments by wire transfer within the Trustee as United States of immediately available funds if appropriate wire transfer instructions shall have been received in writing by the Paying Agent not later than ten days prior to the applicable Interest Payment Date and Registrar for (ii) payments in respect of the Global Notes shall be made by wire transfer of immediately available funds to the accounts specified by the holders of the Global Notes. Any such instructions shall be deemed valid and continue in full force and effect unless revoked in writing.

Offices for Notices and Payments, etc. So long as any of the Notes of any series Junior Subordinated Debentures remain Outstandingoutstanding, the Corporation will maintain in New York, New York or _________, ________ (a) an office or agency where the Notes of such series Junior Subordinated Debentures may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes of such series Junior Subordinated Debentures may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided and an office or agency where notices and demands to or upon the Corporation in respect of the Notes Junior Subordinated Debentures or of such series or this Indenture may be served. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation will give to the Debenture Trustee written notice of the location of any such office or agency and of any change of location thereof. Until otherwise designated from time to time by the Corporation in a notice to the Debenture Trustee, any such office or agency for all of the above purposes shall be the Principal Office of the Debenture Trustee. In case the Corporation shall fail to maintain any such office or agency in New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Debenture Trustee. In addition to any such office or agency, the Corporation may from time to time designate one or more offices or agencies outside New York, New York and ___________York, __________ where the Notes of any series Junior Subordinated Debentures may be presented for payment or for payment, registration of transfer and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served for exchange in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain any such office or agency in New York, New York or ___________York, ___________ for the purposes above mentioned. The Corporation will give to the Debenture Trustee prompt written notice of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notes.

Offices for Notices and Payments, etc. So long as any of the Notes of any series remain OutstandingSecurities remains outstanding, the Corporation will designate and maintain in Wilmington, Delaware or New York, New York or _________, ________ (a) an office or agency where the Notes Securities of such each series may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes Securities of such that series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided, an office or agency where notices and demands to or upon the Corporation in respect of the Notes Securities of such that series or of this Indenture may be served. The Registrar shall keep a register served and an office or agency where the Securities of the Notes of each such series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrarpresented for payment. The Corporation will give to the Debt Trustee written notice of the location of any such office or agency and of any change of location thereof. Until otherwise designated from time to time by the Corporation in a notice to the Debt Trustee, or specified as contemplated by Section 2.3, any such office or agency for all of the above purposes shall be the office or agency of the Debt Trustee in Wilmington, Delaware. In case the Corporation shall fail to maintain any such office or agency in Wilmington, Delaware or New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Debt Trustee, and the Corporation hereby appoints the Debt Trustee as its agent to receive all such presentations, demands and notices. In addition to any such office or agency, the Corporation may from time to time designate one or more offices or agencies outside Wilmington, Delaware or New York, New York and ___________York, __________ where the Notes of any series Securities may be presented for payment or for registration of transfer and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served for exchange in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain any such office or agency in Wilmington, Delaware or New York, New York or ___________York, ___________ for the purposes above mentioned. The Corporation will give to the Debt Trustee prompt written notice of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notes.

Offices for Notices and Payments, etc. So As long as any of the Notes Securities of any a series remain Outstandingoutstanding, the Corporation Company will maintain designate and maintain, in the City of Chicago and the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes Securities of such series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided, an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities of such series or of this Indenture may be served, and an office or agency where the Securities of such series may be presented for payment. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee written notice of the location of any each such office or agency and of any change of in the location thereof. In case the Corporation Company shall fail to maintain any such office or agency in the City of Chicago or the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices and demands may be served at the Principal Office corporate trust office of the TrusteeTrustee in the City of Chicago and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. In addition to any such office or agency, the Corporation The Company may also from time to time designate one or more other offices or agencies outside New York, New York and ___________, __________ where the Notes Securities of any one or more series may be presented or surrendered for payment any or for registration of transfer all such purposes and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation Company of its obligation obligations to maintain any such an office or agency in New York, New York or ___________, ___________ each place of payment for the purposes above mentionedSecurities of any series for such purposes. The Corporation Company will give prompt written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any change in the location of any such other office or agency. The Corporation Company hereby initially appoints designates each of The Bank of New York Mellon Trust Company, N.A., located at 0 X. XxXxxxx Street, Suite 1020, Chicago, Illinois 60602 and The Bank of New York Mellon Trust Company, N.A. located at 000 Xxxxxxx Xxxxxx, New York, New York 10286 as a Security Registrar and as the Trustee office or agency of the Company in The City of Chicago and the Borough of Manhattan, the City of New York, respectively, where the Securities may be presented for payment and for registration of transfer and for exchange as Paying Agent in this Indenture provided and Registrar for where notices and demands to or upon the NotesCompany in respect of the Securities of any series or of this Indenture may be served.

Offices for Notices and Payments, etc. So As long as any of the Notes Securities of any a series remain Outstanding, the Corporation will Company shall designate and maintain in Denver, Colorado or the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes Securities of such that series may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes Securities of such that series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided and an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities of such that series or of this Indenture may be served. The Registrar shall keep a register of In addition to such office or offices or agency or agencies, the Notes of each series Company may from time to time designate and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or maintain one or more additional Paying Agents in offices or agencies within or outside Denver, Colorado or the Borough of Manhattan, The City of New York, where the Securities of that series may be presented for payment, registration of transfer or for exchange, and the Company may from time to time rescind such other locations designation, as it shall determinemay deem desirable or expedient. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent Company shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. In case the Corporation Company shall fail to maintain any such office or agency in Denver Colorado or the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee. In addition to any such The Company hereby initially designates the Principal Office of the Trustee, acting through the corporate trust office of its affiliate, U.S. Bank National Association, located at 000 00xx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, as the office or agencyagency of the Company in Denver, Colorado or the Corporation may from time to time designate one or more offices or agencies outside Borough of Manhattan, The City of New York, New York and ___________, __________ where the Notes Securities of any each series may be presented for payment or payment, for registration of transfer and for exchange as in this Indenture provided and where notices and demands to or upon the Corporation Company in respect of such Notes the Securities of each series or of this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain any such office or agency in New York, New York or ___________, ___________ for the purposes above mentioned. The Corporation will give to the Trustee prompt written notice of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notesserved.

Offices for Notices and Payments, etc. So As long as any of the Notes Securities of any a series remain Outstanding, the Corporation will Company shall designate and maintain in the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes Securities of such that series may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes Securities of such that series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided and an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities of such that series or of this Indenture may be served. The Registrar shall keep a register of In addition to such office or offices or agency or agencies, the Notes of each series Company may from time to time designate and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or maintain one or more additional Paying Agents in offices or agencies within or outside the Borough of Manhattan, The City of New York, where the Securities of that series may be presented for payment, registration of transfer or for exchange, and the Company may from time to time rescind such other locations designation, as it shall determinemay deem desirable or expedient. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent Company shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. In case the Corporation Company shall fail to maintain any such office or agency in the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee. In addition to any such The Company hereby initially designates the Principal Office of the Trustee, acting through the corporate trust office or agencyof its affiliate, the Corporation may from time to time designate one or more offices or agencies outside The Bank of New York Mellon, located at 000 Xxxxxxx Xxxxxx, New York, New York and ___________10286, __________ as the office or agency of the Company in the Borough of Manhattan, The City of New York, where the Notes Securities of any each series may be presented for payment or payment, for registration of transfer and for exchange as in this Indenture provided and where notices and demands to or upon the Corporation Company in respect of such Notes the Securities of each series or of this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain any such office or agency in New York, New York or ___________, ___________ for the purposes above mentioned. The Corporation will give to the Trustee prompt written notice of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notesserved.

Offices for Notices and Payments, etc. So As long as any of the Notes Securities of any a series remain Outstandingoutstanding, the Corporation Company will maintain designate and maintain, in the City of Chicago and the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes Securities of such series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided, an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities of such series or of this Indenture may be served, and an office or agency where the Securities of such series may be presented for payment. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee written notice of the location of any each such office or agency and of any change of in the location thereof. In case the Corporation Company shall fail to maintain any such office or agency in the City of Chicago or the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices and demands may be served at the Principal Office corporate trust office of the TrusteeTrustee in the City of Chicago and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. In addition to any such office or agency, the Corporation The Company may also from time to time designate one or more other offices or agencies outside New York, New York and ___________, __________ where the Notes Securities of any one or more series may be presented or surrendered for payment any or for registration of transfer all such purposes and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedient; designations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation Company of its obligation obligations to maintain any such an office or agency in New York, New York or ___________, ___________ each place of payment for the purposes above mentionedSecurities of any series for such purposes. The Corporation Company will give prompt written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any change in the location of any such other office or agency. The Corporation Company hereby initially appoints designates each of The Bank of New York Mellon Trust Company, N.A., located at 0 X. XxXxxxx Street, 7th Floor, Chicago, Illinois 60602 and The Bank of New York Mellon Trust Company, N.A. and its affiliate located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as a Security Registrar and as the Trustee office or agency of the Company in the City of Chicago and the Borough of Manhattan, the City of New York, respectively, where the Securities may be presented for payment and for registration of transfer and for exchange as Paying Agent in this Indenture provided and Registrar for where notices and demands to or upon the NotesCompany in respect of the Securities of any series or of this Indenture may be served.

Offices for Notices and Payments, etc. So long as any Securities of the Notes of any a series remain Outstanding, the Corporation Company will maintain in New York, New York or _________, ________ (a) each Place of Payment for such series of Securities an office or agency where the Notes Securities of that series (but, except as otherwise provided below, unless such series Place of Payment is located outside the United States, not Bearer Securities) may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes of such series may be presented for registration of transfer (the “Registrar”) and (c) an office or agency for exchange as provided in this Indenture and where notices and demands to or upon the Corporation Company in respect of the Notes Securities or of such series or this Indenture may be served. The Registrar shall keep If Securities of a register series are issuable as Bearer Securities, the Company will maintain, subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series that is located outside the Notes United States where Securities of each such series and of their transferthe related coupons may be presented for payment. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee prompt written notice of the location of any each such office or agency and of any change of location thereof. In case the Corporation Company shall fail to maintain any such office or agency in New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office principal office of the Trustee, and the Company hereby initially appoints the Trustee its agent to receive all such presentations and demands, except that Bearer Securities of that series and the related coupons may be presented for payment at the place specified for that purpose pursuant to Section 2.01(5). In addition Unless otherwise provided pursuant to Section 2.01, the Company hereby initially designates as the Place of Payment for each series of Securities (other than Bearer Securities of that series and the related coupons) the Borough of Manhattan, The City of New York, New York and appoints the Trustee, at the principal office of the Trustee, as Paying Agent in such city. Notwithstanding any other provisions to the contrary, the Company at its option may make payment of principal and any premium and interest with respect to any Registered Security by check mailed to the Person entitled thereto, as such address appears on the Security Register, except that a holder of $10,000,000 or more in aggregate principal amount of Securities of such series and of like tenor and terms will be entitled to receive payments by wire transfer of immediately available funds if appropriate wire transfer instructions shall have been received in writing by the Trustee not later than ten Business Days prior to the applicable Interest Payment Date. No payment of principal of or any premium or interest on Bearer Securities shall be made at any office or agencyagency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that payment of principal of and any premium and interest on any Bearer Security may be made at an office or agency of, and designated by, the Corporation Company located in the United States if (but only if) payment of the full amount of such principal, premium or interest at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 2.01 with respect to any series of Securities, at the option of the holder of any Bearer Security or related coupon payment may be made by mailing a check to an address outside the United States or by transfer to an account maintained by the payee with a bank located outside the United States. The Company also from time to time may designate one or more offices or agencies (in or outside New York, New York and ___________, __________ of such Place of Payment) where the Notes Securities of one or more series and any series appurtenant coupons (subject to the preceding paragraph) may be presented or surrendered for payment or for registration of transfer any and where notices and demands to or upon the Corporation in respect of all such Notes or this Indenture may be served in the manner provided in this Indenturepurposes, and the Corporation may from time to time may rescind such designation, as designations. The Company will give prompt written notice to the Corporation may deem desirable or expedient; provided, however, that no Trustee of any such designation or rescission shall and any change in any manner relieve the Corporation location of its obligation to maintain any such office or agency in New York, New York or ___________, ___________ for the purposes above mentioned. The Corporation will give to the Trustee prompt written notice of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notesagency.

Offices for Notices and Payments, etc. So As long as any of the Notes Securities of any a series remain Outstandingoutstanding, the Corporation Company will maintain designate and maintain, in the City of Chicago and the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes Registered Securities of such series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided, an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities of such series or of this Indenture may be served, and an office or agency where the securities of such series may be presented for payment. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee written notice of the location of any each such office or agency and of any change of in the location thereof. In case the Corporation Company shall fail to maintain any such office or agency in the City of Chicago and the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices and demands may be served at the Principal Office corporate trust office of the TrusteeTrustee in the City of Chicago and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. In addition to If Unregistered Securities of any such office or agencyseries are Outstanding, the Corporation Company will maintain or cause the Trustee to maintain one or more agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where such Unregistered Securities, and coupons, if any, appertaining thereto may be presented for payment. Except as provided pursuant to Section 2.01, no payment on any Unregistered Security or coupon will be made upon presentation of such Unregistered Security or coupon at an agency of the Company within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States. Notwithstanding the foregoing, payments in U.S. Dollars with respect to Unregistered Securities of any series and coupons appertaining thereto which are payable in U.S. Dollars may be made at an agency of the Company maintained in the City of Chicago and the Borough of Manhattan, The City of New York if the full amount of such payment in U.S. Dollars at each agency maintained by the Company outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies outside New Yorkwhere the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, New York however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain an office or agency in each place of payment for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby initially designates _____________________, located at ________________________, __________ where the Notes of any series may be presented for payment or for registration of transfer and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain any such office or agency in New York, New York or ___________, ____ ________ as the Security Registrar and as the office or agency of the Company in the City of Chicago, where the Securities may be presented for payment and, in the purposes above mentioned. The Corporation will give case of Registered Securities, for registration of transfer and for exchange as in this Indenture provided and where notices and demands to or upon the Trustee prompt written notice Company in respect of the Securities of any such designation series or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notesof this Indenture may be served.

Offices for Notices and Payments, etc. So As long as any -------------------------------------- of the Notes Securities of any a series remain Outstanding, the Corporation Company will designate and maintain in New Yorkthe Borough of Manhattan, The City of New York or _________, ________ (a) an office or agency where the Notes Securities of such that series may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes Securities of such that series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Third Amended and Restated Indenture provided and an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities of such that series or of this Third Amended and Restated Indenture may be served. The Registrar shall keep a register of In addition to such office or offices or agency or agencies, the Notes of each series Company may from time to time designate and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or maintain one or more additional Paying Agents in offices or agencies within or outside the Borough of Manhattan, The City of New York where the Securities of that series may be presented for registration of transfer or for exchange, and the Company may from time to time rescind such other locations designation, as it shall determinemay deem desirable or expedient. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. In case the Corporation Company shall fail to maintain any such office or agency in New Yorkthe Borough of Manhattan, The City of New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office principal office of the Trustee. In addition to any such The Company hereby designates the office of the Company located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as the office or agencyagency of the Company in the Borough of Manhattan, the Corporation may from time to time designate one or more offices or agencies outside New York, The City of New York and ___________, __________ where the Notes Securities of any each series may be presented for payment or payment, for registration of transfer and for exchange as in this Third Amended and Restated Indenture provided and where notices and demands to or upon the Corporation Company in respect of such Notes the Securities of each series or of this Third Amended and Restated Indenture may be served in served. The Company also designates as repository the manner provided in this Indentureoffice of the Company located at 000 Xxxx Xxxxx Xxxx, and the Corporation may from time to time rescind such designationXxxxxxxx, Xxxxxxxxxxx 00000 as the Corporation may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain any such office or agency in New York, New York or ___________, ___________ of the Company as pursuant to Section 2.06 for the purposes above mentioned. The Corporation will give to master list of the Trustee prompt written notice names and addresses of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for holders of the NotesSecurities of each series.

Offices for Notices and Payments, etc. So long as any Securities of the Notes of any a series remain Outstanding, the Corporation Company will maintain in New York, New York or _________, ________ (a) each Place of Payment for such series of Securities an office or agency where the Notes Securities of that series (but, except as otherwise provided below, unless such series Place of Payment is located outside the United States, not Bearer Securities) may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes of such series may be presented for registration of transfer (the “Registrar”) and (c) an office or agency for exchange as provided in this Indenture and where notices and demands to or upon the Corporation Company in respect of the Notes Securities or of such series or this Indenture may be served. The Registrar shall keep If Securities of a register series are issuable as Bearer Securities, the Company will maintain, subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series that is located outside the Notes United States where Securities of each such series and of their transferthe related coupons may be presented for payment. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee prompt written notice of the location of any each such office or agency and of any change of location thereof. In case the Corporation Company shall fail to maintain any such office or agency in New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office principal office of the Trustee, and the Company hereby initially appoints the Trustee its agent to receive all such presentations and demands, except that Bearer Securities of that series and the related coupons may be presented for payment at the place specified for that purpose pursuant to Section 2.01(5). In addition Unless otherwise provided pursuant to Section 2.01, the Company hereby initially designates as the Place of Payment for each series of Securities (other than Bearer Securities of that series and the related coupons) the Borough of Manhattan, The City of New York, New York and appoints the office or agency of the Trustee as Paying Agent in such city. Notwithstanding any other provisions to the contrary, the Company at its option may make payment of principal and any premium and interest with respect to any Registered Security by check mailed to the Person entitled thereto, as such address appears on the Security Register, except that a holder of $10,000,000 or more in aggregate principal amount of Securities of such series and of like tenor and terms will be entitled to receive payments by wire transfer of immediately available funds if appropriate wire transfer instructions shall have been received in writing by the Trustee not later than ten Business Days prior to the applicable Interest Payment Date. No payment of principal of or any premium or interest on Bearer Securities shall be made at any office or agencyagency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that payment of principal of and any premium and interest on any Bearer Security may be made at an office or agency of, and designated by, the Corporation Company located in the United States if (but only if) payment of the full amount of such principal, premium or interest at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 2.01 with respect to any series of Securities, at the option of the holder of any Bearer Security or related coupon payment may be made by mailing a check to an address outside the United States or by transfer to an account maintained by the payee with a bank located outside the United States. The Company also from time to time may designate one or more offices or agencies (in or outside New York, New York and ___________, __________ of such Place of Payment) where the Notes Securities of one or more series and any series appurtenant coupons (subject to the preceding paragraph) may be presented or surrendered for payment or for registration of transfer any and where notices and demands to or upon the Corporation in respect of all such Notes or this Indenture may be served in the manner provided in this Indenturepurposes, and the Corporation may from time to time may rescind such designation, as designations. The Company will give prompt written notice to the Corporation may deem desirable or expedient; provided, however, that no Trustee of any such designation or rescission shall and any change in any manner relieve the Corporation location of its obligation to maintain any such office or agency in New York, New York or ___________, ___________ for the purposes above mentioned. The Corporation will give to the Trustee prompt written notice of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notesagency.

Offices for Notices and Payments, etc. So As long as any of the Notes Securities of any a series remain Outstandingoutstanding, the Corporation Company will maintain designate and maintain, in the City of Chicago and the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes Securities of such series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided, an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities of such series or of this Indenture may be served, and an office or agency where the Securities of such series may be presented for payment. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee written notice of the location of any each such office or agency and of any change of in the location thereof. In case the Corporation Company shall fail to maintain any such office or agency in the City of Chicago or the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices and demands may be served at the Principal Office corporate trust office of the TrusteeTrustee in the City of Chicago and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. In addition to any such office or agency, the Corporation The Company may also from time to time designate one or more other offices or agencies outside New York, New York and ___________, __________ where the Notes Securities of any one or more series may be presented or surrendered for payment any or for registration of transfer all such purposes and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation Company of its obligation obligations to maintain any such an office or agency in New York, New York or ___________, ___________ each place of payment for the purposes above mentionedSecurities of any series for such purposes. The Corporation Company will give prompt written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any change in the location of any such other office or agency. The Corporation Company hereby initially appoints designates each of The Bank of New York Mellon Trust Company, N.A., located at 0 X. XxXxxxx Street, Suite 1020, Chicago, Illinois 60602 and The Bank of New York Mellon Trust Company, N.A. located at 000 Xxxxxxx Xxxxxx, New York, New York 10286 as a Security Registrar and as the Trustee office or agency of the Company in the City of Chicago and the Borough of Manhattan, the City of New York, respectively, where the Securities may be presented for payment and for registration of transfer and for exchange as Paying Agent in this Indenture provided and Registrar for where notices and demands to or upon the NotesCompany in respect of the Securities of any series or of this Indenture may be served.

Offices for Notices and Payments, etc. So As long as any of the Notes Securities of any a series remain Outstandingoutstanding, the Corporation Company will maintain designate and maintain, in the City of Chicago and the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes Securities of such series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided, an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities of such series or of this Indenture may be served, and an office or agency where the Securities of such series may be presented for payment. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee written notice of the location of any each such office or agency and of any change of in the location thereof. In case the Corporation Company shall fail to maintain any such office or agency in the City of Chicago or the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices and demands may be served at the Principal Office corporate trust office of the TrusteeTrustee in the City of Chicago and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. In addition to any such office or agency, the Corporation The Company may also from time to time designate one or more other offices or agencies outside New York, New York and ___________, __________ where the Notes Securities of any one or more series may be presented or surrendered for payment any or for registration of transfer all such purposes and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation Company of its obligation obligations to maintain any such an office or agency in New York, New York or ___________, ___________ each place of payment for the purposes above mentionedSecurities of any series for such purposes. The Corporation Company will give prompt written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any change in the location of any such other office or agency. The Corporation Company hereby initially appoints designates each of The Bank of New York Mellon Trust Company, N.A., located at 0 X. XxXxxxx Street, 7th Floor, Chicago, Illinois 60602 and The Bank of New York Mellon Trust Company, N.A. and its affiliate located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as a Security Registrar and as the Trustee office or agency of the Company in the City of Chicago and the Borough of Manhattan, the City of New York, respectively, where the Securities may be presented for payment and for registration of transfer and for exchange as Paying Agent in this Indenture provided and Registrar for where notices and demands to or upon the NotesCompany in respect of the Securities of any series or of this Indenture may be served.

Offices for Notices and Payments, etc. So long as any of the Notes of any series Debt Securities remain Outstandingoutstanding, the Corporation Company will maintain in the Borough of Manhattan, The City of New York, or Newark, New York or _________Jersey, ________ (a) an office or agency where the Notes Debt Securities of such each series may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes Debt Securities of such that series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as is provided for in this Indenture and an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Debt Securities of such that series or of this Indenture may be served. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Until otherwise designated from time to time by the Company in a notice to the Trustee, or specified as contemplated by Section 2.03, such office or agency for all of the above purposes shall be the office or agency of the Trustee. In case the Corporation Company shall fail to maintain any such office or agency in the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office corporate trust office of the TrusteeTrustee in Newark, New Jersey. In addition to any such office or agency, the Corporation Company may from time to time designate one or more other offices or agencies outside the Borough of Manhattan, The City of New York, New York and ___________, __________ where the Notes of any series Debt Securities may be presented for payment or for registration of transfer and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served for exchange in the manner provided in this Indenture, and the Corporation Company may from time to time rescind such designation, as the Corporation Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation Company of its obligation to maintain any such office or agency in the Borough of Manhattan, The City of New York, or Newark, New York or ___________Jersey, ___________ for the purposes above mentioned. The Corporation Company will give to the Trustee prompt written notice of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notes.

Offices for Notices and Payments, etc. So long as any Securities of the Notes of any a series remain Outstanding, the Corporation Company will maintain in New York, New York or _________, ________ (a) each Place of Payment for such series of Securities an office or agency where the Notes Securities of that series (but, except as otherwise provided below, unless such series Place of Payment is located outside the United States, not Bearer Securities) may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes of such series may be presented for registration of transfer (the “Registrar”) and (c) an office or agency for exchange as provided in this Indenture and where notices and demands to or upon the Corporation Company in respect of the Notes Securities or of such series or this Indenture may be served. The Registrar shall keep If Securities of a register series are issuable as Bearer Securities, the Company will maintain, subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series that is located outside the Notes United States where Securities of each such series and of their transferthe related coupons may be presented for payment. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee prompt written notice of the location of any each such office or agency and of any change of location thereof. In case the Corporation Company shall fail to maintain any such office or agency in New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office principal office of the Trustee, and the Company hereby initially appoints the Trustee its agent to receive all such presentations and demands, except that Bearer Securities of that series and the related coupons may be presented for payment at the place specified for that purpose pursuant to Section 2.01(e). In addition Unless otherwise provided pursuant to any such office or agencySection 2.01, the Corporation may from time to time designate one or more offices or agencies outside Company hereby initially designates as the Place of Payment for each series of Securities (other than Bearer Securities of that series and the related coupons) the Borough of Manhattan, The City of New York, New York and ___________appoints the office or agency of the Trustee as Paying Agent in such city. Notwithstanding any other provisions to the contrary, __________ where the Notes Company at its option may make payment of principal and any series may be presented for payment premium and interest with respect to any Registered Security by check mailed to the Person entitled thereto, as such address appears on the Security Register, except that a holder of $10,000,000 or for registration more in aggregate principal amount of transfer and where notices and demands to or upon the Corporation in respect Securities of such Notes series and of like tenor and terms will be entitled to receive payments by wire transfer of immediately available funds if appropriate wire transfer instructions shall have been received in writing by the Trustee not later than ten Business Days prior to the applicable Interest Payment Date. No payment of principal of or this Indenture may any premium or interest on Bearer Securities shall be served made at any office or agency of the Company in the manner provided United States or by check mailed to any address in this Indenture, and the Corporation may from time United States or by transfer to time rescind such designation, as an account maintained with a bank located in the Corporation may deem desirable or expedientUnited States; provided, however, that no payment of principal of and any premium and interest on any Bearer Security may be made at an office or agency of, and designated by, the Company located in the United States if (but only if) payment of the full amount of such principal, premium or interest at all offices outside the United States maintained for the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 2.01 with respect to any series of Securities, at the option of the holder of any Bearer Security or related coupon payment may be made by mailing a check to an address outside the United States or by transfer to an account maintained by the payee with a bank located outside the United States. The Company also from time to time may designate one more offices or agencies (in or outside of such Place of Payment) where the Securities of one or more series and any appurtenant coupons (subject to the preceding paragraph) may be presented or surrendered for any and all such purposes, and from time to time may rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission shall and any change in any manner relieve the Corporation location of its obligation to maintain any such office or agency in New York, New York or ___________, ___________ for the purposes above mentioned. The Corporation will give to the Trustee prompt written notice of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notesagency.

Offices for Notices and Payments, etc. So long as any of the Notes of any series Securities remain Outstandingoutstanding, the Corporation Company will maintain in the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes of such series Securities may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes of such series Securities may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided and an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities or of such series or this Indenture may be served. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. In case Until otherwise designated from time to time by the Corporation Company in a notice to the Trustee, any such office or agency for all of the above purposes shall be the office of the Trustee at The First National Bank of Chicago, c/o First Chicago Trust Company, 14 Wall Street - 8th Floor, New York, New York 10005; Attention: Cxxxxxxxx Xxxxx Xxxxxxxxxxxxxx. Xx xxxx xxx Xxxxxxx xhall fail to maintain any such office or agency in the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the Trustee. In addition to any such office or agency, the Corporation Company may from time to time designate one or more offices or agencies outside the Borough of Manhattan, The City of New York, New York and ___________, __________ where the Notes of any series Securities may be presented for payment or for payment, registration of transfer and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served for exchange in the manner provided in this Indenture, and the Corporation Company may from time to time rescind such designation, as the Corporation Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Corporation Company of its obligation to maintain any such office or agency in the Borough of Manhattan, The City of New York, New York or ___________, ___________ for the purposes above mentioned. The Corporation Company will give to the Trustee prompt written notice of any such designation or rescission thereof. The Corporation initially appoints the Trustee as Paying Agent and Registrar for the Notes.

Offices for Notices and Payments, etc. So As long as any of the Notes Securities of any a series remain Outstandingoutstanding, the Corporation Company will maintain designate and maintain, in the City of Chicago and the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes Registered Securities of such series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided, an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities of such series or of this Indenture may be served, and an office or agency where the Securities of such series may be presented for payment. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee written notice of the location of any each such office or agency and of any change of in the location thereof. In case the Corporation Company shall fail to maintain any such office or agency in the City of Chicago and the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices and demands may be served at the Principal Office corporate trust office of the TrusteeTrustee in the City of Chicago and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. In addition to If Unregistered Securities of any such office or agencyseries are Outstanding, the Corporation Company will maintain or cause the Trustee to maintain one or more agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where such Unregistered Securities, and coupons, if any, appertaining thereto may be presented for payment. Except as provided pursuant to Section 2.01, no payment on any Unregistered Security or coupon will be made upon presentation of such Unregistered Security or coupon at an agency of the Company within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States. Notwithstanding the foregoing, payments in U.S. Dollars with respect to Unregistered Securities of any series and coupons appertaining thereto which are payable in U.S. Dollars may be made at an agency of the Company maintained in the City of Chicago or the Borough of Manhattan, The City of New York if the full amount of such payment in U.S. Dollars at each agency maintained by the Company outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other offices or agencies outside New York, New York and ___________, __________ where the Notes Securities of any one or more series may be presented or surrendered for payment any or for registration of transfer all such purposes and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation Company of its obligation obligations to maintain any such an office or agency in New York, New York or ___________, ___________ each place of payment for the purposes above mentionedSecurities of any Series for such purposes. The Corporation Company will give prompt written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any change in the location of any such other office or agency. The Corporation Company hereby initially appoints designates the Corporate Trust Office of the Trustee as Paying Agent the Security Registrar and Registrar as the office or agency of the Company, where the Securities may be presented for payment and, in the Notescase of Registered Securities, for registration of transfer and for exchange as in this Indenture provided and where notices and demands to or upon the Company in respect of the Securities of any series or of this Indenture may be served.

Offices for Notices and Payments, etc. So long as any of the Notes of any series remain Outstandingoutstanding, the Corporation Company will maintain in New York, New York or _________, ________ (a) an office or agency in the Borough of Manhattan, The City of New York, where the Notes of such series may be presented for payment (the “Paying Agent”)payment, (b) an office or agency where the Notes of such series may be presented for registration of transfer (the “Registrar”) and (c) an office or agency for exchange as provided in this Indenture and where notices and demands to or upon the Corporation Company in respect of the Notes or of such series or this Indenture may be served. The Registrar shall keep a register Company hereby initially designates as such office or agency the office or agency of the Notes Trustee at 101 Xxxxxxx Xxxxxx, New York, New York 10286, Corporate Trust Department, for all of each series the foregoing purposes until such time, and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations except for as it shall determine. The term “Registrar” includes any additional registrarlong as, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent Company shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name designate and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation will give to the Trustee written notice of the location of any some other such office or agency and of any change of location give the Trustee written notice thereof. In case the Corporation Company shall fail to maintain any such office or agency in New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereofthereof to the Trustee, presentations and demands may be made and notices may be served at the Principal Office office or agency of the TrusteeTrustee in the Borough of Manhattan, The City of New York, and the Company hereby initially appoints the Trustee at such office or agency as its agent to receive all such presentations and demands. In addition to any such office offices or agencyagencies, the Corporation Company may from time to time designate constitute and appoint one or more other offices or agencies outside New York, New York and ___________, __________ where for such purposes with respect to the Notes and one or more paying agents for the payment of any series may be presented for payment the Notes, in one or for registration of transfer and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenturemore other cities, and the Corporation may from time to time rescind such designationappointments, as the Corporation Company may deem desirable or expedientexpedient 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 Corporation Company of its obligation to maintain any such office or agency in the Borough of Manhattan, The City of New York, New York for payment of the Notes. Notwithstanding any provisions of this Indenture or ___________, ___________ for the purposes above mentioned. The Corporation will give Notes to the Trustee prompt written notice contrary, at the option of the Company, payment of interest on any Note may be made by check pursuant to the terms of such designation Note mailed to the address of the Person entitled thereto as such address shall appear in the Note Register, except that a holder of $20,000,000 or rescission thereof. The Corporation initially appoints more in aggregate principal amount of Notes will be entitled to receive such payments by wire transfer within the Trustee as United States of immediately available funds if appropriate wire transfer instructions shall have been received in writing by the Paying Agent and Registrar for not later than ten days prior to the Notesapplicable Interest Payment Date.

Offices for Notices and Payments, etc. So As long as any of the Notes Securities of any a series remain Outstandingoutstanding, the Corporation Company will maintain designate and maintain, in the City of Chicago and the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes Securities of such series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided, an office or agency where notices and demands to or upon the Corporation Company in respect of the Notes Securities of such series or of this Indenture may be served, and an office or agency where the Securities of such series may be presented for payment. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Company will give to the Trustee written notice of the location of any each such office or agency and of any change of in the location thereof. In case the Corporation Company shall fail to maintain any such office or agency in the City of Chicago or the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices and demands may be served at the Principal Office corporate trust office of the TrusteeTrustee in the City of Chicago and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. In addition to any such office or agency, the Corporation The Company may also from time to time designate one or more other offices or agencies outside New York, New York and ___________, __________ where the Notes Securities of any one or more series may be presented or surrendered for payment any or for registration of transfer all such purposes and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation Company of its obligation obligations to maintain any such an office or agency in New York, New York or ___________, ___________ each place of payment for the purposes above mentionedSecurities of any series for such purposes. The Corporation Company will give prompt written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any change in the location of any such other office or agency. The Corporation Company hereby initially appoints designates The Bank of New York Mellon Trust Company, N.A., located at 0 X. XxXxxxx Street, Suite 1020, Chicago, Illinois 60602 and [ ] as a Security Registrar and as the Trustee office or agency of the Company in the City of Chicago and the Borough of Manhattan, the City of New York, respectively, where the Securities may be presented for payment and for registration of transfer and for exchange as Paying Agent in this Indenture provided and Registrar for where notices and demands to or upon the NotesCompany in respect of the Securities of any series or of this Indenture may be served.

Offices for Notices and Payments, etc. So As long as any of the Notes Securities of any a series remain Outstandingoutstanding, the Corporation Issuer(s) will maintain designate and maintain, in the City of Chicago and the Borough of Manhattan, The City of New York, New York or _________, ________ (a) an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”), (b) an office or agency where the Notes Securities of such series may be presented for registration of transfer (the “Registrar”) and (c) for exchange as in this Indenture provided, an office or agency where notices and demands to or upon the Corporation Company and/or the Co-Issuer(s) (if any) in respect of the Notes Securities of such series or of this Indenture may be served, and an office or agency where the Securities of such series may be presented for payment. The Registrar shall keep a register of the Notes of each series and of their transfer. The Corporation will appoint the Registrar and the Paying Agent and may appoint one or more co-registrars or one or more additional Paying Agents in such other locations as it shall determine. The term “Registrar” includes any additional registrar, the term “Paying Agent” includes any additional Paying Agent. The Corporation may change any Paying Agent, Registrar or co-registrar without prior notice to any Noteholder. Any Agent shall be permitted to resign upon 30 days’ written notice to the Corporation. The Corporation shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Corporation fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such at the Principal Office of the Trustee. The Corporation or any of its Affiliates may act as Paying Agent or Registrar. The Corporation Issuer(s) will give to the Trustee written notice of the location of any each such office or agency and of any change of in the location thereof. In case the Corporation Issuer(s) shall fail to designate and maintain any such office or agency in the City of Chicago or the Borough of Manhattan, The City of New York, New York or __________, ___________ or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices and demands may be served at the Principal Office corporate trust office of the TrusteeTrustee in the City of Chicago and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. In addition to any such office or agency, the Corporation The Issuer(s) may also from time to time designate one or more other offices or agencies outside New York, New York and ___________, __________ where the Notes Securities of any one or more series may be presented or surrendered for payment any or for registration of transfer all such purposes and where notices and demands to or upon the Corporation in respect of such Notes or this Indenture may be served in the manner provided in this Indenture, and the Corporation may from time to time rescind such designation, as the Corporation may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation Issuer(s) of its obligation or their obligations to maintain any such an office or agency in New York, New York or ___________, ___________ each place of payment for the purposes above mentionedSecurities of any series for such purposes. The Corporation Issuer(s) will give prompt written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any change in the location of any such other office or agency. The Corporation Company hereby initially appoints designates each of The Bank of New York Mellon Trust Company, N.A., located at 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 and The Bank of New York Mellon Trust Company, N.A. and its affiliate located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as a Security Registrar and as the Trustee office or agency of the Company and/or the Co-Issuer(s) (if any) in the City of Chicago and the Borough of Manhattan, the City of New York, respectively, where the Securities may be presented for payment and for registration of transfer and for exchange as Paying Agent in this Indenture provided and Registrar for where notices and demands to or upon the NotesCompany and/or the Co-Issuer(s) (if any) in respect of the Securities of any series or of this Indenture may be served.