Common use of Registration of Transfer and Exchange Clause in Contracts

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New Yorkpurpose, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debenture holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver make available for delivery in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions . (e) Notwithstanding any other provision of this Indenture, transfers and exchanges of Debentures and beneficial interests in a Global Security shall be made only in accordance with this Section 2.05 are2.6(e). (i) A Debenture that is not a Global Security may be transferred, with respect in whole or in part, to any a Person who takes delivery in the form of another Debenture that is not a Global Security, subject to Security as provided in this Section 2.11 hereof2.6. (ii) A beneficial interest in a Global Security may be exchanged for a Debenture that is not a Global Security as provided in Section 2.7A.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article provided II PROVIDED and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company Company, a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.6, the second paragraph of Section 3.03 3.3(b) and Section 9.04 9.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption, other than the unredeemed portion of any such Securities being redeemed in part. The provisions of this Section 2.05 2.5 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of ManhattanAtlanta, the City and State of New YorkGeorgia, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of ManhattanAtlanta, the City and State of New YorkGeorgia, or such other location designated by the Company Company, a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially will be the Trustee. The registrar thereafter may be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5 and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, New York or Wilmington, Delaware or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, New York or Wilmington, Delaware or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5 and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security Debenture Register”) in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security Debenture Registrar”). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s duly authorized attorney attorney. The provisions of Article IX shall apply to the Trustee in writingits role as Debenture Registrar. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Neither the Company nor the Trustee shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor therefore the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company Company, a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.6, the second paragraph of Section 3.03 3.3(b) and Section 9.04 9.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption, other than the unredeemed portion of any such Securities being redeemed in part. The provisions of this Section 2.05 2.5 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Subject to Section 2.3, Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $1,000, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in exchange therefor therefore the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon Subject to Section 2.3, upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) Notwithstanding anything herein to the contrary, Debentures may not be transferred except in compliance with the restricted securities legends set forth below, unless otherwise determined by the Company, upon the advice of legal counsel, in accordance with applicable law: THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (i) THE ORIGINAL ISSUE DATE HEREOF OR (ii) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE COMPANY TO OFFER, SELL OR OTHERWISE TRANSFER THIS DEBENTURE ONLY (A) TO THE COMPANY OR AN AFFILIATE OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS DEBENTURE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS DEBENTURE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS DEBENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND THE REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS DEBENTURE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE TRUSTEE AND THE REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE DEBENTURE EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS DEBENTURE MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS DEBENTURE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE INTEREST PAYMENTS ON THIS DEBENTURE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS DEBENTURE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (d) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other . Other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Nothing herein withstanding, the Property Trustee shall not be authorized, other than in the case of Default, to cause the transfer of a Debenture issued hereunder (i) upon prior consent and authorization by the Administrative Trustees or (ii) upon order of a court of competent jurisdiction. (f) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee or an Authenticating Agent shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar Company may appoint one or more co-registrars for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). The Company initially appoints the Trustee as the Security Registrar. Upon surrender for the registration of transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee or an Authenticating Agent shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇h▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company Company, the Trustee or the Paying Agent may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing transmittal of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailingtransmittal, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof2.11.

Registration of Transfer and Exchange. (a) Securities of any series Subject to Section 2.3, Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $1,000, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in exchange therefor therefore the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon Subject to Section 2.3, upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) Notwithstanding anything herein to the contrary, Debentures may not be transferred except in compliance with the restricted securities legends set forth below, unless otherwise determined by the Company, upon the advice of legal counsel, in accordance with applicable law: THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (i) THE ORIGINAL ISSUE DATE HEREOF OR (ii) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE COMPANY TO OFFER, SELL OR OTHERWISE TRANSFER THIS DEBENTURE ONLY (A) TO THE COMPANY OR AN AFFILIATE OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS DEBENTURE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS DEBENTURE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS DEBENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND THE REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS DEBENTURE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE TRUSTEE AND THE REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE DEBENTURE EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS DEBENTURE MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS DEBENTURE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE INTEREST PAYMENTS ON THIS DEBENTURE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS DEBENTURE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (d) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other . Other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Nothing herein withstanding, the Property Trustee shall not be authorized, other than in the case of Default, to cause the transfer of a Denture issued hereunder except (i) upon prior consent and authorization by the Administrative Trustees or (ii) upon order of a court of competent jurisdiction. (f) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee or an Authenticating Agent shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar Company may appoint one or more co-registrars for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for the registration of transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee or an Authenticating Agent shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company Company, the Trustee or the Paying Agent may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing transmittal of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailingtransmittal, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Debt Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Debt Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Debt Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Debt Security or Debt Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Debt Securities and the transfers of Debt Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Debt Securities and transfer of Debt Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). Upon surrender for transfer of any Debt Security at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series and same aggregate principal amount as the Debt Security presented for a like aggregate principal amounttransfer. All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Debt Securities, or issue of new Debt Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Debt Securities of a series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Debt Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Debt Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇h▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof thereto at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security he "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company Company, a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.the

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇h▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"), and the location of the Debenture Register shall initially be the Corporate Trust Office of the Trustee. Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in the case of a partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee or an Authenticating Agent shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar Company may appoint one or more co-registrars for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for the registration of transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee or an Authenticating Agent shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company Company, the Trustee or the Paying Agent may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing transmittal of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailingtransmittal, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in Boston, Massachusetts , or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Boston, Massachusetts, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a1) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b2) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c3) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 12.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5 and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $__, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar (as defined below) or such other location designated by the Company Company, a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required to (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, nor ; or (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and [ City/State of New York], for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal ------------ amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7 and subject to compliance with Section 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (ba) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and [ City/State of New York], or such other ------------ location designated by the Company Company, a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially will be the Trustee. The registrar thereafter may be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7 and subject to compliance with Section 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (cb) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (dc) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇ho▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New Yorkpurpose, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debenture holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5 and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of ManhattanHartford, the City and State of New YorkConnecticut, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of ManhattanHartford, the City and State of New York, Connecticut or such other location designated by the Company Company, a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially will be the Trustee. The registrar thereafter may be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company Company, a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Debt Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Debt Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Debt Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Debt Security or Debt Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Debt Securities and the transfers of Debt Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). Upon surrender for transfer of any Debt Security at the office or agency of the Company designated for such purposepurpose in the Borough of Manhattan, the City and State of New York, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of the same series as the Debt Security presented for a like aggregate principal amount. All Debt Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service ▇▇ ▇▇▇vice charge shall be made for any exchange or registration of transfer of Debt Securities, or issue of new Debt Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Debt Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Debt Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Debt Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose as specified in Section 5.2 or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar (as defined below), for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debenture holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose as specified in Section 5.2 or at the Borough office of Manhattanthe Debenture Registrar, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at on the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemptionredemption except, in the case of any Debentures being redeemed in part, any portion not to be redeemed. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge ▇▇▇▇▇e shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company or the Debenture Registrar may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Neither the Company nor the Debenture Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25.00, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debenture holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Wilmington, Delaware, or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company Company, a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Boston, Massachusetts, or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, nor mailing or (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, New York, Wilmington, Delaware or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, New York or Wilmington, Delaware or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5 and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the Corporate Trust Office or such other office or agency of the Company Issuers designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Issuers, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company Issuers shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company Issuers shall keep, or cause to be kept, at its the Corporate Trust Office or such other office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company Issuers, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company Issuers designated for such purpose, the Company Issuers shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company Issuers or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company Issuers or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company Issuers may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company Issuers shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $1,000, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough County of Manhattan▇▇▇▇▇▇▇▇, the City and State of New YorkIthaca, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security Debenture Register”) in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article ARTICLE II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security Debenture Registrar”). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 12.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 areIndenture shall be null and void. (f) Debentures may not be transferred except in compliance with the legend set forth below, unless otherwise determined by the Company in accordance with respect to any Global Securityapplicable law, subject to Section 2.11 hereofwhich legend shall be placed on each debenture: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) OF RULE 501 UNDER THE SECURITIES ACT OR TO ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH SUBPARAGRAPHS THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE DEBENTURE ISSUER AND THE TRUST PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (B) OR (C) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAYBE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF THE LIQUIDATION AMOUNT AND INTEGRAL MULTIPLES OF SUCH LIQUIDATION AMOUNT IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $1,000 OR AN INTEGRAL MULTIPLE THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.in

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, New York, Wilmington, Delaware or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, New York or Wilmington, Delaware or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5 and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, with the same terms, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by or pursuant to a Board Resolution or by an Officers’ Certificate (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.07 and Section 9.04 not involving any transfer. (d) . The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Subject to Section 2.3, Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $1,000, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in exchange therefor therefore the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security Debenture Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security Debenture Registrar”). Upon Subject to Section 2.3, upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (c) Notwithstanding anything herein to the contrary, Debentures may not be transferred except in compliance with the restricted securities legends set forth below, unless otherwise determined by the Company, upon the advice of legal counsel, in accordance with applicable law: THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (i) THE ORIGINAL ISSUE DATE HEREOF OR (ii) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE “RESALE RESTRICTION TERMINATION DATE”), THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE COMPANY TO OFFER, SELL OR OTHERWISE TRANSFER THIS DEBENTURE ONLY (A) TO THE COMPANY OR AN AFFILIATE OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS DEBENTURE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS DEBENTURE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS DEBENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND THE REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS DEBENTURE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE TRUSTEE AND THE REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE DEBENTURE EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS DEBENTURE MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS DEBENTURE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE INTEREST PAYMENTS ON THIS DEBENTURE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS DEBENTURE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (d) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other . Other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Nothing herein withstanding, the Property Trustee shall not be authorized, other than in the case of Default, to cause the transfer of a Denture issued hereunder except (i) upon prior consent and authorization by the Administrative Trustees or (ii) upon order of a court of competent jurisdiction. (f) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $____, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.; nor

Registration of Transfer and Exchange. (a1) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b2) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c3) No service N▇ ▇▇▇▇ice charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $8.50, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security Debenture Register”) in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security Debenture Registrar”). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 12.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, New York or Wilmington, Delaware or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, New York or Wilmington, Delaware or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”)") and the Debenture Registrar shall initially be kept at the Corporate Trust Office of the Trustee. Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5 and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $1,000, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 12.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (aA) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (bB) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company Company, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (cC) No Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (dD) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailingDAY OF THE MAILING OF A NOTICE OF REDEMPTION OF LESS THAN ALL THE OUTSTANDING SECURITIES OF THE SAME SERIES AND ENDING AT THE CLOSE OF BUSINESS ON THE DAY OF SUCH MAILING, nor NOR (iiII) to register the transfer of or exchange any Securities of any series or portions thereof called for redemptionTO REGISTER THE TRANSFER OF OR EXCHANGE ANY SECURITIES OF ANY SERIES OR PORTIONS THEREOF CALLED FOR REDEMPTION, OTHER THAN THE UNREDEEMED PORTION OF ANY SUCH SECURITIES BEING REDEEMED IN PART. The provisions of this Section THE PROVISIONS OF THIS SECTION 2.05 areARE, with respect to any Global SecurityWITH RESPECT TO ANY GLOBAL SECURITY, subject to Section SUBJECT TO SECTION 2.11 hereofHEREOF.

Registration of Transfer and Exchange. (a) Securities of The Debentures may not be transferred except in compliance with any series applicable law, regulation or legend thereon. Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions . (e) Prior to due presentment for the registration of a transfer of any Debenture pursuant to this Section 2.05 are2.7, with respect the Company, the Trustee and any agent of the Company or the Trustee may deem and treat the Person in whose name any Debenture is registered as the absolute owner of such Debenture for the purpose of receiving payment of principal of and premium, if any, and interest on such Debentures and all other purposes, and neither the Company or the Trustee nor any agent of the Company or the Trustee shall be affected by notice to any Global Security, subject to Section 2.11 hereofthe contrary.

Registration of Transfer and Exchange. (a) Securities of any series Subject to Section 2.2(m), Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in Wilmington, Delaware, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities Debentures of such the same series of in authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.5. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Wilmington, Delaware, or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities Debentures of the same series as the Security presented for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.5, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 2.6 and Section 9.04 8.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures of the same series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities Debentures of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.; nor

Registration of Transfer and Exchange. (a1) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b2) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company Company, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution a Company Order (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇h▇▇▇▇▇’s duly authorized attorney in writing. (c3) No Except as provided pursuant to Section 2.01 pursuant to a Company Order, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(2) and Section 9.04 not involving any transfer. (d4) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption, other than the unredeemed portion of any such Securities being redeemed in part. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company Company, a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s duly authorized attorney in writing. All Securities issued upon any registration of transfer or exchange of Securities in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. (c) No Except as provided pursuant to Section 2.1 pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.6, the second paragraph of Section 3.03 3.3(b) and Section 9.04 9.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption, other than the unredeemed portion of any such Securities being redeemed in part. The provisions of this Section 2.05 2.5 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Subject to Section 2.3, Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $1,000, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in exchange therefor therefore the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security Debenture Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security Debenture Registrar”). Upon Subject to Section 2.3, upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (c) Notwithstanding anything herein to the contrary, Debentures may not be transferred except in compliance with the restricted securities legends set forth below, unless otherwise determined by the Company, upon the advice of legal counsel, in accordance with applicable law: THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (i) THE ORIGINAL ISSUE DATE HEREOF OR (ii) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE “RESALE RESTRICTION TERMINATION DATE”), THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE COMPANY TO OFFER, SELL OR OTHERWISE TRANSFER THIS DEBENTURE ONLY (A) TO THE COMPANY OR AN AFFILIATE OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS DEBENTURE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A (“RULE 144A”) PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS DEBENTURE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS DEBENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND THE REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS DEBENTURE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE TRUSTEE AND THE REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE DEBENTURE EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS DEBENTURE MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS DEBENTURE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE INTEREST PAYMENTS ON THIS DEBENTURE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS DEBENTURE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (d) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other . Other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Nothing herein withstanding, the Property Trustee shall not be authorized, other than in the case of Default, to cause the transfer of a Debenture issued hereunder except (i) upon prior consent and authorization by the Administrative Trustees or (ii) upon order of a court of competent jurisdiction. (f) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company or the Debenture Registrar may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Neither the Company nor the Debenture Registrar shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New YorkDelaware, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New YorkDelaware, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security Debenture Register”) in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security Debenture Registrar”). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New Yorkpurpose, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver make available for delivery in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.or

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, with the same terms, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.07 and Section 9.04 not involving any transfer. (d) . The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Subject to Section 2.2(m), Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in Wilmington, Delaware, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities Debentures of such the same series of in authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.5. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Wilmington, Delaware, or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities Debentures of the same series as the Security presented for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.5, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 2.6 and Section 9.04 8.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures of the same series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities Debentures of the same series and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee or an Authenticating Agent shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar Company may appoint one or more co-registrars for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). The Company initially appoints the Trustee as the Security Registrar. Upon surrender for the registration of transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee or an Authenticating Agent shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company Company, the Trustee or the Paying Agent may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing transmittal of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailingtransmittal, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof2.11.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New Yorkpurpose, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debenture holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver make available for delivery in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions . (e) Notwithstanding any other provision of this Indenture, transfers and exchanges of Debentures and beneficial interests in a Global Security shall be made only in accordance with this Section 2.05 are2.6(e). (i) A Debenture that is not a Global Security may be transferred, with respect in whole or in part, to any a Person who takes delivery in the form of another Debenture that is not a Global Security, subject to Security as provided in this Section 2.11 hereof2.6. (ii) A beneficial interest in a Global Security may be exchange for a Debenture that is not a Global Security as provided in Section 2.7A.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of [$__], upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”)") and the location of the Debenture Register shall initially be the Corporate Trust Office of the Trustee. Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 12.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New YorkDelaware or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New YorkDelaware or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be be (1) entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate authenti- cate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder Security- holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution Resolu- tion (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized autho- rized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.6, the second paragraph of Section 3.03 3.3 and Section 9.04 9.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 2.5 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such hol▇▇▇▇▇▇’s ’▇ duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service N▇ ▇▇▇▇ice charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New Yorkpurpose, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debenture holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New YorkDelaware, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New YorkDelaware, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”"DEBENTURE REGISTER") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security Registrar”"DEBENTURE REGISTRAR"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the The City and State of New York, or at the office of the Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article provided II PROVIDED and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “Security Registrar”). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder Holder or by such ▇▇▇▇▇▇’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) . The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of ManhattanFranklin, the City and State of New York, Tennessee for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of ManhattanFranklin, the City and State of New York, Tennessee or such other location designated by the Company Company, a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially will be the Trustee. The registrar thereafter may be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security Debenture Register”) in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security Debenture Registrar”). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New Yorkpurpose, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor therefor, the Security Debenture or Securities of the same series Debentures that the Securityholder Debenture holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company Company, a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver make available for delivery in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding.. 17NEXT PAGE (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s 's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar (as defined below), for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $100, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Indenture Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security Debenture Register”) in which, subject to such reasonable regulations as it the Debenture Registrar may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Indenture Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security Debenture Registrar”). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 12.4 not involving any transfertransfer in which case the Company shall pay such tax or governmental charge, if any. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or to exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company Company, a register or registers (herein referred to as the “"Security Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as authorized by Board Resolution (the “"Security Registrar”"). Upon surrender for transfer of any Security at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate principal amount. All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 3.03(b) and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series and ending at the close of business on the day of such mailing, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.the

Registration of Transfer and Exchange. (a) Securities of any series Subject to Section 2.3, Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $1,000, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in exchange therefor therefore the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon Subject to Section 2.3, upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) Notwithstanding anything herein to the contrary, Debentures may not be transferred except in compliance with the restricted securities legends set forth below, unless otherwise determined by the Company, upon the advice of legal counsel, in accordance with applicable law: THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (i) THE ORIGINAL ISSUE DATE HEREOF OR (ii) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE COMPANY TO OFFER, SELL OR OTHERWISE TRANSFER THIS DEBENTURE ONLY (A) TO THE COMPANY OR AN AFFILIATE OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS DEBENTURE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS DEBENTURE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS DEBENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND THE REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS DEBENTURE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE TRUSTEE AND THE REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE DEBENTURE EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS DEBENTURE MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS DEBENTURE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE INTEREST PAYMENTS ON THIS DEBENTURE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS DEBENTURE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (d) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other . Other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Nothing herein withstanding, the Property Trustee shall not be authorized, other than in the case of Default, to cause the transfer of a Debenture issued hereunder except (i) upon prior consent and authorization by the Administrative Trustees or (ii) upon order of a court of competent jurisdiction. (f) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New Yorkpurpose, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.6. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debenture holder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall be appointed as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.6, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such hold▇▇'▇ ▇▇▇▇’s duly uly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.7, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereof.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $10, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in purpose, or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security Debenture Register”) in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security Debenture Registrar”). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇holder’s duly authorized attorney attorney. The provisions of Article IX shall apply to the Trustee in writingits role as Debenture Registrar. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Neither the Company nor the Trustee shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The Any transfer or purported transfer of any Debenture not made in accordance with this Indenture shall be null and void. (f) Neither the Trustee nor the Debenture Registrar shall be responsible for ascertaining whether any transfer hereunder complies with the registration provisions of or any exemptions from the Securities Act, applicable state securities laws or the applicable laws of any other jurisdiction, ERISA, the Code or the Investment Company Act; provided, that if a certificate is specifically required by the express terms of this Section 2.05 are2.7 to be delivered to the Trustee or the Debenture Registrar by a holder or transferee of a Debenture, the Trustee and the Debenture Registrar shall be under a duty to receive and examine the same to determine whether or not the certificate substantially conforms on its face to the requirements of this Indenture and shall promptly notify the party delivering the same if such certificate does not comply with respect to any Global Security, subject to Section 2.11 hereofsuch terms.

Registration of Transfer and Exchange. (a) Securities of any series Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $25, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or at the office of the Debenture Registrar, or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it the Debenture Registrar (as defined below) may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as in this Article II provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 3.5(b) and Section 9.04 11.4 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of business 15 fifteen (15) days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.

Registration of Transfer and Exchange. (a) Securities of any series Subject to Section 2.3, Debentures may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New YorkDebenture Registrar, for other Securities of such series of authorized denominations, Debentures and for a like aggregate principal amountamount in denominations of integral multiples of $1,000, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this SectionSection 2.7. In respect of any Securities Debentures so surrendered for exchange, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in exchange therefor therefore the Security Debenture or Securities of the same series Debentures that the Securityholder Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in Wilmington, Delaware or at the Borough office of Manhattan, the City and State of New York, Debenture Registrar or such other location designated by the Company a register or registers (herein referred to as the “Security "Debenture Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities Debentures and the transfers of Securities Debentures as provided in this Article provided II and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities Debentures and transfer of Securities Debentures as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the “Security "Debenture Registrar”"). Upon Subject to Section 2.3, upon surrender for transfer of any Security Debenture at the office or agency of the Company designated for such purpose, the Company shall execute, the Trustee Trustee, upon written order of the Company, shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security Debenture or Securities of the same series as the Security presented Debentures for a like aggregate principal amount. All Securities Debentures presented or surrendered for exchange or registration of transfer, as provided in this SectionSection 2.7, shall be accompanied (if so required by the Company or the Security Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Debenture Registrar, duly executed by the registered holder or by such ▇▇▇▇▇▇’s holder's duly authorized attorney in writing. (c) Notwithstanding anything herein to the contrary, Debentures may not be transferred except in compliance with the restricted securities legends set forth below, unless otherwise determined by the Company, upon the advice of legal counsel, in accordance with applicable law: THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (i) THE ORIGINAL ISSUE DATE HEREOF OR (ii) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE COMPANY TO OFFER, SELL OR OTHERWISE TRANSFER THIS DEBENTURE ONLY (A) TO THE COMPANY OR AN AFFILIATE OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS DEBENTURE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" -15- WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS DEBENTURE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS DEBENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND THE REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS DEBENTURE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE TRUSTEE AND THE REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE DEBENTURE EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN. PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS DEBENTURE MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS DEBENTURE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE INTEREST PAYMENTS ON THIS DEBENTURE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS DEBENTURE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. (d) No service charge shall be made for any exchange or registration of transfer of SecuritiesDebentures, or issue of new Securities Debentures in case of partial redemption of any seriesredemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other . Other than exchanges pursuant to Section 2.062.8, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall not be required (i) to issue, exchange or register the transfer of any Securities Debentures during a period beginning at the opening of 15 business 15 days before the day of the mailing of a notice of redemption of less than all the Outstanding Securities of the same series Debentures and ending at the close of business on the day of such mailing, ; nor (ii) to register the transfer of or exchange any Securities of any series Debentures or portions thereof called for redemption. (e) Nothing herein withstanding, the Property Trustee shall not be authorized, other than in the case of Default, to cause the transfer of a Denture issued hereunder except (i) upon prior consent and authorization by the Administrative Trustees or (ii) upon order of a court of competent jurisdiction. (f) Debentures may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Indenture. The provisions Any transfer or purported transfer of any Debenture not made in accordance with this Section 2.05 are, with respect to any Global Security, subject to Section 2.11 hereofIndenture shall be null and void.