Common use of Registrar and Paying Agent Clause in Contracts

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars and one or more additional Paying Agents for the Securities. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars and have one or more additional Paying Agents for the Securitiespaying agents. The term “Paying Agent” includes any such additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change the Registrar or appoint one or more co-Registrars without notice. In the event the Company shall retain any Person not a party to this Indenture as a Paying Agent or Registrar without prior notice to any Holder. The hereunder, the Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the applicable terms of the TIA and Trust Indenture Act. Such agency agreement shall implement the terms provisions of this Indenture that relate to such AgentPaying Agent or Registrar. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any each such Paying Agent who is not a party to this Indentureor Registrar. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company shall be responsible for the fees and compensation of all Paying Agents and Registrars appointed or approved by it. Either the Company or any Affiliate of the Company its domestically incorporated wholly-owned Subsidiaries may act as a Registrar or Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingAgent. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the SecuritiesNotes.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their registration of transfer and exchange. The Company may appoint one or more co-Registrars and have one or more additional Paying Agents for the Securitiespaying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or the Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with the Registrar or any Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agency agreement shall implement the terms provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Affiliate Wholly Owned Subsidiary incorporated or organized within the United States of the Company America may act as Paying Agent Agent, Registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingtransfer agent. The Company initially appoints The the Depository Trust Company (as defined in the Appendix) to act as Depositary depositary with respect to the Global SecuritiesNotes (as defined in the Appendix). The Company hereby initially appoints the Trustee as Registrar and Paying Agent for in connection with the SecuritiesNotes. The Registrar and Paying Agent shall be entitled to the rights and immunities of the Trustee hereunder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar“ Registrar ”) and an office or agency where Securities may be presented for payment (the ““ Paying AgentAgent ”). The Registrar shall keep a register of the Securities (the “Register“ Register ”) and of their transfer and exchange. The Company may appoint one or more co-Registrars and one or more additional Paying Agents for the Securities. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency agency, where Securities Notes may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities Notes may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities Notes (the “Register”including principal and interest thereon) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-Registrars and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company or any of its Restricted Subsidiaries may change any act as Paying Agent or Registrar without prior notice to any HolderRegistrar. The Company shall enter into an appropriate written agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be duly compensated therefor in accordance with the Trustee's customary fees for providing such service. The Company or may change any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company without notice to act as Depositary with respect to the Global Securitiesany Holder. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for Agent, and the SecuritiesTrustee hereby initially agrees so to act. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to any Global Notes. The Company initially appoints the Trustee to act as Note Custodian with respect to any Global Notes.

Registrar and Paying Agent. (a) The Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange, which shall include the name, address for notices and Payment Account of the Holder and the payment election information, principal amount, term and interest rate for each Security (the “Securities Register”). The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that the Company shall promptly notify the Holders and the Trustee of the name and address of any Agent not a party to this Indenture. The Company may act as Paying Agent and/or Registrar. In the event the Company uses any Agent other than the Company or the Trustee, the Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenturesuch Agent, which agreement shall incorporate the terms provisions of the TIA or provide that the duties performed thereunder are subject to and governed by the provisions of this Indenture. The agreement shall implement or be subject to the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.7 hereof. The Company In no event shall the Trustee be liable for the acts or omissions of any Affiliate of the Company may act as predecessor Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency of the Company where Securities may be presented for payment (the “"Paying Agent”)") and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that, for the purposes of Articles III, VIII, XI, and Section 4.14 and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and by its acknowledgement and acceptance on the signature page hereto, the Trustee hereby agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(4) or (6), the Trustee as shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent for the Securitieshereunder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of registration, transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes (the “Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon written demand by the Company, the Registrar shall (at the expense of the Company) send a copy of the register reflecting ownership of the Notes outstanding from time to time maintained by it to the Company. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Either the Company or any Affiliate of the Company Company’s Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global SecuritiesNotes. The Company hereby initially appoints the Trustee to act as Registrar and the Paying Agent and Registrar for the SecuritiesNotes and to act as Custodian with respect to the Global Notes.

Registrar and Paying Agent. (a) The Company shall maintain an office or agency (which shall be located in the Borough of Manhattan in the City of New York, State of New York) where (i) Securities may be presented for registration of transfer or for exchange (the “"Registrar”"), (ii) and an office or agency where Securities may be presented for payment (the “"Paying Agent”)") and (iii) notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent Agent, Registrar or Registrar co-registrar without prior notice to any HolderSecurityholder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee and the Trustee shall notify the Securityholders of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or co-registrar. The Company shall enter into an appropriate agency agreement with any Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers not a party to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event which shall incorporate the provisions of Default has occurred and is continuingthe TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company initially appoints The Depository Trust shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as Depositary such, and shall be entitled to appropriate compensation in accordance with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the SecuritiesSection 7.7.

Registrar and Paying Agent. The Company shall maintain an office or agency which shall initially be the office of the Trustee in the Borough of Manhattan, The City of New York, where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) and an office or agency where Securities Notes may be presented or surrendered for payment (the “Paying Agent”)) and (c) notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company Company, upon prior written notice to the Trustee, may appoint have one or more co-Registrars and one or more additional Paying Agents for reasonably acceptable to the SecuritiesTrustee. The term “Paying Agent” includes any additional paying agent and Paying Agent. Neither the term “Registrar” includes Company nor any additional registrar. The Affiliate of the Company may change any act as Paying Agent or Registrar without prior notice to any HolderAgent. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the terms provisions of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing, in advance, of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indentureshall be entitled to appropriate compensation therefore, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingpursuant to Section 7.07. The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes. The Depository Trust Company to act as Depositary with respect Paying Agent or Registrar may resign upon thirty (30) days’ written notice to the Global SecuritiesCompany. The Company hereby initially appoints the Trustee The Depositary Trust Company as Registrar and Paying Agent for the SecuritiesDepositary.

Registrar and Paying Agent. The Company shall Issuer will maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall will keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company Issuer may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to Issuer will notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company Issuer or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global SecuritiesNotes. The Company hereby Issuer initially appoints the Trustee to act as the Registrar and Paying Agent for and to act as Custodian with respect to the SecuritiesGlobal Notes. The Issuer may change the Paying Agent or Registrar without prior notice to the holders, and the Issuer or any of Holdings’ other Subsidiaries may act as Paying Agent or Registrar. The Notes will initially be issued as Global Notes registered in the name of or held by DTC or its nominee and therefore payments with respect thereto will be made by wire transfer of immediately available funds to the account specified by DTC.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency in the Borough of Manhattan, The City of New York where Securities may be presented for payment (the “"Paying Agent”)") and an office or agency where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as its own Registrar or Paying Agent, except that, for the purposes of Articles III and VIII, neither the Company, any Subsidiary of the Company, nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Paying Agent” " includes any additional paying agent Paying Agent. The Company hereby initially appoints the Trustee as Registrar and Paying Agent, and the term “Registrar” includes any additional registrarTrustee hereby initially agrees so to act until such time as the Trustee has resigned or a successor has been appointed. The Company may change any Registrar, Paying Agent or co-Registrar without prior notice to any Holder. The Company shall enter into an appropriate written agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register with respect to each Series of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional paying agents or change the office of such Registrar or Paying Agents for the SecuritiesAgent. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; however, the Company shall maintain a Paying Agent in each place of payment for the Notes of each Series. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company the Trustee to act as Depositary the Registrar and Paying Agent and to act as Custodian with respect to the Global SecuritiesNotes. The Company hereby initially appoints shall be solely responsible for making calculations called for under the Notes and this Indenture, including, but not limited to, determination of interest, additional amounts, redemption price, premium, if any, and any other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee as Registrar when requested by the Trustee in writing, and Paying Agent for the SecuritiesTrustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the Company’s calculations to any Holder of the Notes upon the written request of such Xxxxxx.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes (the “Note Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any HolderHolder but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) of this Section 2.03 above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company DTC to act as Depositary with respect to the Global SecuritiesNotes. The Company hereby initially appoints the Trustee to act as Registrar and the Paying Agent and Registrar for the SecuritiesNotes. The Trustee will also act as Custodian for the Depositary with respect to the Global Notes.

Registrar and Paying Agent. The Company shall maintain an office or agency agency, where Securities Notes may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities Notes may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities Notes (the “Register”including principal and interest thereon) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-Registrars and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company or any of its Restricted Subsidiaries may change any act as Paying Agent or Registrar without prior notice to any HolderRegistrar. The Company shall enter into an appropriate written agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such AgentAgent not a party to this Indenture. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be duly compensated therefor in accordance with the Trustee's customary fees for providing such service. The Company or may change any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company without notice to act as Depositary with respect to the Global Securitiesany Holder. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for Agent, and the SecuritiesTrustee hereby initially agrees so to act. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to any Global Notes. The Company initially appoints the Trustee to act as Note Custodian with respect to any Global Notes.

Registrar and Paying Agent. (a) The Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange, which shall include the name, address for notices and Payment Account of the Holder and the payment election information, principal amount, term and interest rate for each Security (the “Securities Register”). The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that the Company shall promptly notify the Holders and the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company may act as Paying Agent and/or Registrar. In the event the Company uses any Agent other than the Company or the Trustee, the Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenturesuch Agent, which agreement shall incorporate the terms provisions of the TIA or provide that the duties performed thereunder are subject to and governed by the provisions of this Indenture. The agreement shall implement or be subject to the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.7 hereof. The Company In no event shall the Trustee be liable for the acts or omissions of any Affiliate of the Company may act as predecessor Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”)") and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that, for the purposes of Articles 3, 8, 10, 11, Section 4.15 and as otherwise specified in the Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and the Trustee hereby agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary Depository with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Registrar and Paying Agent for Securities Custodian with respect to the Global Securities.

Registrar and Paying Agent. The Company shall maintain designate an office or agency where Registered Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where (subject to Sections 2.05(c) and 2.08(b)) Securities may be presented for payment or for exchange (the “"Paying Agent”"). With respect to a Series of any Securities issued in whole or in part as Unregistered Securities, the Company shall maintain one or more Paying Agents which shall be acceptable to the Trustee (such acceptance shall not be unreasonably withheld) located outside the United States and its possessions to which the Unregistered Securities or coupons appertaining thereto may be presented for payment and will provide the necessary funds therefor to such Paying Agent upon reasonable notice. The Registrar shall keep a register with respect to each Series of the Securities (the “Register”) issued in whole or in part as Registered Securities and of as to their transfer and exchange. The Company company may appoint one or more co-Registrars acceptable to the Trustee and one or more additional Paying Agents for each Series of Securities and the SecuritiesCompany may terminate the appointment of any co-Registrar or Paying Agent at any time upon notice. The term “"Registrar" includes any co-Registrar. The term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee or one or more agents designated by the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. (a) The Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange, which shall include the name, address for notices and Payment Account of the Holder and the payment election information, principal amount, term and interest rate for each Security (the “Securities Register”). The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that the Company shall promptly notify the Holders and the Trustee of the name and address of any Agent not a party to this Indenture. The Company itself may act as Paying Agent and/or Registrar. In the event the Company uses any Agent other than the Company or the Trustee, the Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenturesuch Agent, which agreement shall incorporate the terms provisions of the TIA or provide that the duties performed thereunder are subject to and governed by the provisions of this Indenture. Any such agreement shall implement or be subject to the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.7. The Company In no event shall the Trustee be liable for the acts or omissions of any Affiliate of the Company may act as predecessor Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and ), an office or agency where Securities Notes may be presented for payment (the “Paying Agent”)) and an office or agency where notices and demands to or upon the Company, if any, in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars and have one or more additional Paying Agents and for each series of Notes denominated in a Non-Dollar Currency, the SecuritiesCompany shall appoint a separate Paying Agent under a supplemental indenture which supplemental indenture shall be in form and substance acceptable to such Paying Agent. Money held by such Paying Agent shall be held as banker, not subject to the UK FCA Client Money Rules, and need not be segregated except as required by law. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any Paying Agent or Registrar without prior notice to any Holdershall also appoint a transfer agent (the “Transfer Agent”). The Company shall enter into an appropriate agency agreement agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture, which . Such agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 6.06. The Company initially appoints Citibank, N.A., as Registrar, Transfer Agent, Paying Agent, and Calculation Agent in connection with the Notes and this Indenture, unless another Paying Agent is appointed prior to the time the Notes of any applicable series are first issued, and the registered office of Citibank, N.A., as the office or agency of the Company for such purposes, and the Company may change the Paying Agent, Registrar, Transfer Agent or Calculation Agent without prior notice to the Holders. The Company or any Affiliate of the Company its subsidiaries may act as Paying Agent Agent, Transfer Agent, Registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the SecuritiesCalculation Agent.

Registrar and Paying Agent. The Company shall maintain an office or agency for each series of Securities where Securities of such series may be presented for registration of transfer or for exchange (including any successor, the “Registrar”) and an office or agency where Securities of such series may be presented for payment (the “Paying Agent”, together with the Registrar, the “Agents”). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the United States of America. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchangeexchange (the “Securities Register”). The Company may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes or any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holdersuccessor paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indentureeach such agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent Agent, Registrar, co-registrar or Registrartransfer agent; providedprovided that, howevernotwithstanding anything to the contrary herein, that none no disclaimer of liability hereunder shall extend to the Company, its Subsidiaries or the Affiliates Company as a result of the foregoing shall act (i) as Paying Agent it acting in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingany such capacity. The Company initially appoints The Depository Trust Company to act DTC as Depositary with respect to for the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. (a) The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an at least one office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchangeexchange (“Note Register”). The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by the Depositary’s procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which . The agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Affiliate Wholly Owned Subsidiary incorporated or organized within the United States of the Company America may act as Paying Agent (except for purposes of Section 8) or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchangeexchange (the "Register"). The ownership of Securities shall be proved by such Register. The Company may appoint have one or more co-Registrars co registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holderagent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Affiliate of the Company its Wholly Owned Subsidiaries that is a Domestic Subsidiary may act as Paying Agent Agent, Registrar, co-registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingtransfer agent. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for in connection with the Securities. The Company will appoint The Depository Trust Company to act as Depository with respect to the Global Securities upon the closing of the Registered Exchange Offering respect to the Initial Securities, or the transfer of the Global Securities pursuant to a Shelf Registration Statement with respect to the Initial Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”) "), and an office or agency where Securities may be presented for payment (the “"Paying Agent”"), and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that, for the purposes of Articles III, VIII, X, and Section 4.14 hereof and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and by its acknowledgement and acceptance on the signature page hereto, the Trustee hereby initially agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC"), to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(iv) or (v) hereof, the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may assume the duties and obligations of the Registrar and the Paying Agent for the Securitieshereunder.

Registrar and Paying Agent. The Company Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) and an office or agency where Securities Notes may be presented for payment to Deutsche Bank Aktiengesellschaft and (iii) upon issuance of Definitive Notes, an office or agency where Definitive Notes may be presented for payment to the “Luxembourg Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. At the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders. The Company Issuer may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer, the Company or any of its Subsidiaries may act as Paying Agent or Registrar to the extent permitted under applicable laws or regulations. The Issuer shall notify the Trustee and the Trustee shall notify the Holders of the name and address of any Agent not a party to this Indenture. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms provisions of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture and the Notes that relate to such Agent. The Company Issuer shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company Issuer fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.7 hereof. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company Issuer initially appoints The Depository Trust Company Deutsche Bank Aktiengesellschaft to act as Depositary the paying agent (together with respect its successor in such capacity, the “Paying Agent”) and the Trustee to act as the Registrar. If and so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and are admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and the rules of such stock exchange so require, the Issuer shall appoint Deutsche Bank Luxembourg, or such other Person located in Luxembourg and reasonably acceptable to the Global Securities. The Company hereby initially appoints Trustee (reasonableness to be determined objectively), as the Trustee as Registrar Luxembourg paying and transfer agent (together with its successor in such capacity, the “Luxembourg Paying Agent for the SecuritiesAgent”).

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint have one or more registrars for so long as the Notes are held in registered form, and one or more co-registrars. The initial Paying Agent will be U.S. Bank National Association. The initial Registrar and transfer agent for the Notes will be U.S. Bank National Association. The Registrars and one or more additional Paying Agents for the Securitiestransfer agents will maintain a register reflecting ownership of Notes in the form of Definitive Notes (as defined in Exhibit A) outstanding from time to time, if any, and will make payments on and facilitate transfers of Definitive Notes on behalf of the Company. The term “Paying Agent” includes any additional paying Each transfer agent and shall perform the term “Registrar” includes any additional registrarfunctions of a transfer agent. The Company may change any Paying Agent Agent, Registrar or Registrar transfer agent for the Notes without prior notice to the Holders of the Notes. The Company or any Holderof its Subsidiaries may act as Paying Agent or Registrar in respect of the Notes. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or transfer agent not a party to this Indenture, which . The agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch agent. If the Company fails to appoint maintain a Registrar, Paying Agent or maintain another entity as Registrar or Paying Agenttransfer agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Affiliate of the Company its domestic Wholly Owned Subsidiaries may act as Paying Agent Agent, Registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securitiestransfer agent.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency of the Company where Securities may be presented for payment (the “"Paying Agent”)") and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that for the purposes of Articles III, VIII, X and Section 4.13 and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-Registrar and the term "Paying Agent” " includes any additional paying agent Paying Agent. The Company hereby initially appoints the Trustee as Registrar and Paying Agent, and by its signature hereto, the term “Registrar” includes any additional registrarTrustee xxxxxx agrees so to act. The Company may at any time change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(g) or (h), the Trustee as shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent for hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the Securitiesform provided to the Trustee by the Company and to act in accordance with such letter.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”)") and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that for the purposes of Articles III, VIII and Section 4.10 and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent Paying Agent. The Company hereby initially appoints the Trustee as Registrar and Paying Agent, and by its signature hereto, the term “Registrar” includes any additional registrarTrustee hereby agrees so to act. The Company may at any time change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Registrar Securities Custodian with respect to the Global Securities. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Company and Paying Agent for the Securitiesto act in accordance with such letter.

Registrar and Paying Agent. The Company shall maintain (i) an office or agency where Securities the Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “"Registrar”"); and (ii) and an office or agency where Securities the Notes may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities Holders of Notes and of the transfer and exchange of such Notes (the “"Note Register”) and of their transfer and exchange"). The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Paying Agent” includes " shall include any such additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent Agent, Registrar or Registrar co-registrar without prior notice to any HolderHolder of a Note. The Company shall notify the Trustee and the Trustee shall, at the Company's expense, notify the Holders of the Notes of the name and address of any Agent not a party to this Indenture. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms provisions of the TIA and TIA. Any such agency agreement shall implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as a Registrar or Paying <PAGE> 16 Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indentureappropriate, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingshall be entitled to appropriate compensation in accordance with Section 7.07. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global SecuritiesNotes. The Company hereby initially appoints the Trustee to act as (i) Registrar and Paying Agent Agent, (ii) Note Custodian with respect to the Global Notes and (iii) agent for service of notices and demands in connection with the SecuritiesNotes.

Registrar and Paying Agent. The Company Trustee shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company Trustee may appoint one or more co-Registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company Trustee shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar not a party to this Indenture, which . The agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agentagent. The Trustee shall notify the Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenturesuch agent. If the Company Trustee fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company None of the Company, the Subsidiaries or any Affiliate Affiliates of the Company or the Subsidiaries may act as Paying Agent Agent, Registrar or co-Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing . The Trustee shall act (i) initially serve as Registrar and Paying Agent in connection with redemptions, offers the Securities. The Company shall require each Paying Agent other than the Trustee to purchase, discharges and defeasance, as otherwise specified agree in this Indenturewriting that the Paying Agent (i) will hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal or interest on the Securities, and (ii) as will notify the Trustee of any Default by the Company in making any such payment. While any such notify fault continues, the Trustee may require a Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingto pay all money held by it to the Trustee. The Company initially appoints The Depository Trust Company at any time may require a Paying Agent to act as Depositary with respect pay all money held by it to the Global SecuritiesTrustee. The Company hereby initially appoints Upon payment over to the Trustee as Registrar and Trustee, the Paying Agent shall have no further liability for the Securitiessuch money.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes (the “Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars and one or more additional Paying Agents for the SecuritiesNotes. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the SecuritiesNotes.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”’) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register with respect to each Series of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional paying agents or change the office of such Registrar or Paying Agents for the SecuritiesAgent. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; however, the Company shall maintain a Paying Agent in each place of payment for the Notes of each Series. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company the Trustee to act as Depositary the Registrar and Paying Agent and to act as Custodian with respect to the Global SecuritiesNotes. The Company hereby initially appoints shall be solely responsible for making calculations called for under the Notes and this Indenture, including, but not limited to, determination of interest, additional amounts, redemption price, premium, if any, and any other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee as Registrar when requested by the Trustee in writing, and Paying Agent for the SecuritiesTrustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the Company’s calculations to any Holder of the Notes upon the written request of such Hxxxxx.

Registrar and Paying Agent. The Company shall maintain an office or agency agency, which shall initially be the Corporate Trust Office, where Securities (a) Bonds may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) and an office or agency where Securities Bonds may be presented or surrendered for payment (the “Paying Agent”)) and (c) notices and demands to or upon the Company in respect of the Bonds and this Indenture may be served. The Registrar shall keep a register of the Securities Bonds in which the Registrar shall register the transfer and exchange of the Bonds (the “Register”) and of their transfer and exchange). The Company Company, upon prior written notice to the Trustee, may appoint have one or more co-Registrars and one or more additional Paying Agents for reasonably acceptable to the SecuritiesTrustee. The term “Paying Agent” includes any additional paying agent and Paying Agent. Neither the term “Registrar” includes Company nor any additional registrar. The Affiliate of the Company may change any act as Paying Agent or Registrar without prior notice to any HolderAgent. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the terms provisions of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing, in advance, of the name and address of any such Agent who is not a party and such Agent shall otherwise be reasonably satisfactory to this Indenturethe Trustee. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate initially appoints the Trustee, as Registrar, Paying Agent and agent for service of demands and notices in connection with the Company may act as Bonds. The Paying Agent or Registrar; provided, however, that none of the Registrar may resign upon thirty (30) days’ written notice to the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holderagent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and in such capacity shall be entitled to (i) all of the rights, duties, immunities and protections of the Trustee hereunder and (ii) compensation therefor pursuant to Section 7.07. The Company or any Affiliate of the Company its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent Agent, Registrar, co-registrar or Registrar; provided, however, that none of transfer agent. The Company initially appoints the Company, Trustee at its Subsidiaries or the Affiliates of the foregoing shall act (i) Corporate Trust Office as Registrar and Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingthe Securities. The Company initially appoints The Depository Trust Company to act as Depositary Depository with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “Registrar”) "REGISTRAR"), and an office or agency where Securities may be presented for payment ("PAYING AGENT"), and where notices and demands to or upon the “Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent”), except that, for the purposes of Articles III, VIII, XI, and Section 4.14 hereof and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and by its acknowledgment and acceptance on the signature page hereto, the Trustee hereby initially agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC"), to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(viii) or (ix) hereof, the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may assume the duties and obligations of the Registrar and the Paying Agent for the Securitieshereunder.

Registrar and Paying Agent. The Company shall maintain in the Borough of Manhattan, New York, New York, an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”"), and the Company shall maintain in the Borough of Manhattan, New York, New York, an office or agency where notices or demands to or upon the Company in respect of the Securities and the Indenture may be served. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Paying Agent” " includes any additional paying agent and the term “"Registrar” " includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust the Trustee at the address specified in Section 12.02 as Registrar and Paying Agent, and the Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar agent for service of notices and Paying Agent for the Securitiesdemands.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global SecuritiesNotes. The Company hereby initially appoints the Trustee to act as Registrar and the Registrar, Paying Agent and Notes Custodian with respect to the Notes. The Company shall be responsible for making calculations called for under the SecuritiesNotes, including but not limited to determination of any redemption price, Applicable Premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the Company’s calculations to any Holder of the Notes upon the written request of such Xxxxxx.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment ("PAYING AGENT") and where notices and demands to or upon the “Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent”), except that, for the purposes of Articles 3, 8, 10, 11, Section 4.15 and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and the Trustee hereby agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary Depository with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Registrar and Paying Agent for Securities Custodian with respect to the Global Securities.

Registrar and Paying Agent. The Company shall maintain (i) an office or agency where Securities Investment Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities Investment Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) of the Investment Notes and of their transfer and exchange. The Register shall contain a list of all of the Accounts reflecting the beneficial ownership of the Investment Notes. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that the Company shall promptly notify the Holders of the name and address of any Agent not a party to this Indenture. The Company may act as Paying Agent and/or Registrar. In the event the Company uses any Agent other than the Company or the Trustee, the Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenturesuch Agent, which agreement shall incorporate the terms provisions of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 6.7 hereof. The Company or any Affiliate of shall be the Company may act as initial Registrar and Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingAgent. The Company initially appoints The Depository Trust Company to act the Trustee as Depositary agent for service of notices and demands in connection with respect to the Global SecuritiesInvestment Notes. The Company hereby initially appoints shall act as Paying Agent until such time as the Company gives the Trustee as Registrar and Paying Agent for the Securitieswritten notice otherwise.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”)") and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that for the purposes of Articles III, VIII and Section 4.10 and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars co- registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent Paying Agent. The Company hereby initially appoints the Trustee as Registrar and Paying Agent, and by its signature hereto, the term “Registrar” includes any additional registrarTrustee hereby agrees so to act. The Company may at any time change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Registrar Securities Custodian with respect to the Global Securities. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Company and Paying Agent for the Securitiesto act in accordance with such letter.

Registrar and Paying Agent. The Company shall maintain an office or agency for the Securities where the Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which . The agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenture. The Company may change any Paying Agent or Registrar without notice to any Holder. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee Company or any Subsidiary shall act as such. The Company initially appoints itself as the Registrar and Paying Agent. The Trustee shall have no responsibility or any Affiliate liability for the acts or omissions of the Company may act as or any other Registrar or Paying Agent or Registrar; provided, however, that none of and shall be entitled to conclusively rely on information provided to it by the Company, its Subsidiaries any Registrar or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptionsAgent, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securitieswithout liability.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency of the Company where Securities may be presented for payment (the “"Paying Agent”)") and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that, for the purposes of Articles III, VIII, XI, and Section 4.14 and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Bankers Trust Company as Registrar and Paying Agent or Registrar without prior notice Agent, and by its acknowledgment and acceptance on the signature page hereto, Bankers Trust Company hereby agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(4) or (6), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. For as long as the Trustee acts as the Registrar and the Paying Agent, the Trustee shall have the rights and immunities of the Trustee as Registrar set forth in Article VII and Paying Agent for the Securitiesshall receive appropriate compensation therefor.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities securities of a particular series may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities securities may be presented for payment (the “"Paying Agent”"). The Registrar registrar for a particular series of securities shall keep a register of the Securities (the “Register”) securities of that series and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitieseach series of securities. The term “"Paying Agent” " includes any additional paying agent and the term “"Registrar” " includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. 18 The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indentureindenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that indenture which relate to such Agent. The Company shall give prompt written notice to the Trustee trustee of the name and address of any Agent who is not a party to this Indentureindenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee trustee as Registrar and Paying Agent for each series of securities unless another Registrar or Paying Agent, as the Securitiescase may be, is appointed prior to the time the securities of that series are first issued.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”) "), and an office or agency where Securities may be presented for payment (the “"Paying Agent”"), and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that, for the purposes of Articles III, VIII, X, and Section 4.14 hereof and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and by its acknowledgement and acceptance on the signature page hereto, the Trustee hereby initially agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC"), to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(vi) or (vii) hereof, the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may assume the duties and obligations of the Registrar and the Paying Agent for the Securitieshereunder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes (the “Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars and one or more additional Paying Agents for the SecuritiesNotes. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global SecuritiesNotes. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the SecuritiesNotes.

Registrar and Paying Agent. The Company shall maintain an office or agency in the continental United States where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) ), and it shall maintain an office or agency in New York, New York, where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars co registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to named in this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, and such agreement shall incorporate the TIA’s provisions of this Indenture that relate to such Agent. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary Depository with respect to the Global SecuritiesNotes. The Company hereby initially appoints the Trustee to act as Registrar and Registrar, Paying Agent and Note Custodian with respect to the Global Notes at its Corporate Trust Office. Initially, the office or agency in New York, New York, where Notes may be presented for the Securitiespayment is Xxxxx Xxxxx Xxxxxxxxx Xxxxx, x/x XXX, 0xx Xxxxx, TADS Department, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”) "), and an office or agency where Securities may be presented for payment (the “"Paying Agent”"), and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that, for the purposes of Articles III, VIII, X, and Section 4.14 hereof and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any Paying paying Agent or Registrar without prior notice to any Holder. The Company hereby initially appoints the Trustee as Registrar and Paying Agent and to act as agent for service of notices and demands in connection with the Securities and the Subsidiary Guarantees; by its acknowledgement and acceptance on the signature page hereto, the Trustee hereby initially agrees so to act. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The the Depository Trust Company ("DTC"), to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(vi) or (vii) hereof, the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may assume the duties and obligations of the Registrar and the Paying Agent for the Securitieshereunder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”"REGISTRAR") and an office or agency where Securities may be presented for payment (the “Paying Agent”"PAYING AGENT"). Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated "Registrar". The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars registrars and one or more additional paying agents; PROVIDED, HOWEVER, that so long as ____________________ shall be the Trustee, without the consent of the Trustee, there shall be no more than one Registrar or Paying Agents for the SecuritiesAgent. The term “Paying Agent” "PAYING AGENT" includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holderagent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name names and address of any Agent who is not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Company or any Affiliate of the Company its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent Agent, Registrar, co-registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securitiestransfer agent.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “"Registrar”"), and an office or agency where Notes may be presented for payment (the "Paying Agent") and an office or agency where Securities notices and demands to or upon the Company, if any, in respect of the Notes and this Indenture may be presented for payment served. Offices or agencies of the principal Paying Agent (the “"Principal Paying Agent”)") will be maintained in the City of London. The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars and have one or more additional Paying Agents for the SecuritiesAgents. The term “"Paying Agent” " includes any additional paying agent Paying Agent, and the term “"Registrar” " includes any additional co-registrar. The Company shall enter into an appropriate agency agreement with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee in writing of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.06 hereof. The Company initially appoints Elavon Financial Services DAC, UK Branch to act as Principal Paying Agent with respect to the Global Notes, and initially appoints Elavon Financial Services DAC to act as Registrar and transfer agent. The Company initially appoints the Trustee as Agent for service of notices and demands in connection with the Notes and this Indenture, and the Corporate Trust Office of the Trustee as the office or agency of the Company for such purposes. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as suchHolders. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (including any co-registrar, the “"Registrar”") and (ii) an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may may, from time to time, appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee and the Trustee shall notify the Holders of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing . The Company shall act (i) as Paying enter into an appropriate agency agreement with any Agent in connection with redemptions, offers not a party to purchase, discharges and defeasance, as otherwise specified in this Indenture, which shall incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and (ii) address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as Paying Agent or Registrar if a Default or Event of Default has occurred such, and is continuingshall be entitled to appropriate compensation in accordance with Section 7.7 hereof. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar Registrar, Paying Agent, Securities Custodian and Paying Agent agent for service of notices and demands in connection with the Global Securities.

Registrar and Paying Agent. (a) The Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange, which shall include the name, address for notices and Payment Account of the Holder and the payment election information, principal amount, term and interest rate for each Security (the “Securities Register”). The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that the Company shall promptly notify the Holders and the Trustee of the name and address of any Agent not a party to this Indenture. The Company may act as Paying Agent and/or Registrar. In the event the Company uses any Agent other than the Company or the Trustee, the Company shall enter into an appropriate agency agreement with any Agent not a party such Agent, or provide that the duties performed thereunder are subject to and governed by the provisions of this Indenture, which . The agreement shall incorporate implement or be subject to the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the Trustee shall act as such. The Company or any Affiliate of foregoing notice, the Company Trustee, with its prior consent, may act as such upon entering into the appropriate agency agreement, and in acting as Registrar shall be entitled to appropriate compensation in accordance with Section 7.7 hereof. In no event shall the Trustee be liable for the acts or omissions of any predecessor Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain (i) an office or agency in the United States of America where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency in the United States of America where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep maintain a register reflecting ownership of the Securities Notes outstanding from time to time (the “Note Register”) and shall make payments on and facilitate transfer of their transfer and exchangeNotes on behalf of the Company. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar. The term “Paying Agent” includes any additional paying agent agents. The Company initially appoint the Trustee as (i) Registrar and Paying Agent and (ii) the term “Registrar” includes any additional registrarNotes Custodian with respect to the Global Notes. The Company may change any the Paying Agent Agents or Registrar the Registrars without prior notice to any Holderthe Holders. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of its Subsidiaries, including the Company other Company, may act as a Paying Agent or a Registrar; provided, however, that none of . All Agents (except when the Trustee is acting as the Agent) appointed under this Indenture shall be appointed pursuant to agency agreements among the Company, its Subsidiaries or the Affiliates of Trustee and the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasanceAgent, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingapplicable. The Company initially appoints appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the SecuritiesNotes.

Registrar and Paying Agent. The Company shall will maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall will keep a register of the Securities Notes (the “Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of the Note for all purposes. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided that no such removal or replacement will be effective until a successor Paying Agent or Registrar will have been appointed by the Company and will have accepted such appointment. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to will notify the Trustee in writing of the name and address of any Registrar or Paying Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall will act as such. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company the Trustee to act as Depositary the Paying Agent and Registrar for the Notes and, in the event that any Notes are issued in global form, to initially act as custodian with respect to the Global SecuritiesNotes. The Company hereby initially appoints In the event that the Trustee as will not be or will cease to be Registrar and Paying Agent for with respect the SecuritiesNotes, it will have the right to examine the Note Register at all reasonable times. There will be only one Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities (the “Register”) Secur ities and of their transfer and exchange. The Company may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Paying Agent” " includes any additional addi tional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holderagent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agreement shall implement the terms provi sions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as Registrar a Regis trar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Affiliate of the Company its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent Agent, Registrar, co-registrar or Registrar; provided, however, that none of transfer agent. The Company initially appoints the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) Trustee as Registrar and Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingthe Securities. The Company initially appoints The Depository Trust Company to act as Depositary Depository with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities Notes may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any serve as the Paying Agent Agent, and the Company's principal office may serve as the Registrar. Whenever the Company must issue or deliver Notes pursuant to this Indenture, the Trustee shall authenticate the Notes at the Company's request. The Company shall make available to the Trustee and Registrar without prior notice to any Holdercharge a reasonable supply of Note certificates in definitive, fully registered form, without interest coupons. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7 hereof. The Company or any Affiliate of the Company its domestically incorporated wholly owned Subsidiaries may act as Paying Agent Agent, Registrar, co-registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingtransfer agent. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for in connection with the SecuritiesNotes.

Registrar and Paying Agent. (a) The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an at least one office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchangeexchange (“Note Register”). The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by the Depositary’s procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which . The agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Affiliate Wholly Owned Subsidiary incorporated or organized within the United States of the Company America may act as Paying Agent (except for purposes of Article 8) or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”), which Registrar shall constitute a Security Register (as such term is defined in the Original Indenture) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional co-registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Third Supplemental Indenture, which shall incorporate the terms of the TIA and Trust Indenture Act. The agreement shall implement the terms provisions of this Third Supplemental Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indentureeach such agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 6.7 of the Original Indenture. The Company or any Affiliate of the Company its domestically organized, wholly owned Subsidiaries may act as Paying Agent Agent, Registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingtransfer agent. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar“ Registrar ”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars and one or more additional Paying Agents for the Securities. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency in the continental United States where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. So long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, the Company shall maintain a paying agent and a co-registrar in the Grand Duchy of Luxembourg. The Company may at any time appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may at any time change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to named in this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, and such agreement shall incorporate the TIA’s provisions of this Indenture that relate to such Agent. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary Depository with respect to the Global SecuritiesNotes. The Company hereby initially appoints the Trustee to act as Registrar and Paying Agent for at its Corporate Trust Office in New York, New York and to act as Note Custodian with respect to the SecuritiesGlobal Notes, and the Company initially appoints The Bank of New York Mellon (Luxembourg), S.A. to act as Transfer Agent and Paying Agent in Luxembourg.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities Notes may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities Notes (the “"Register”") and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Registrar" includes any ## CT01/SCHIJ/68118.34 10 16 co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with notify the Trustee in writing of the name and address of any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee or any of the name and address of any its Subsidiaries may act as Paying Agent who is not a party to this Indentureor Registrar. If the Company fails to appoint or maintain itself or another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Affiliate of the Company its wholly owned Subsidiaries may act as Paying Agent Agent, Registrar, co-registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingtransfer agent. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global SecuritiesSecurity. The Company hereby initially appoints the Trustee to act as Registrar and Paying Agent for with respect to the SecuritiesGlobal Security.

Registrar and Paying Agent. The Company shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”) and (ii) an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities Notes (the “Note Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent Agent, Registrar or Registrar co-registrar without prior notice to any HolderHolder of a Note. The Company shall notify the Trustee in writing and the Trustee shall notify the Holders of the Notes of the name and address of any Agent not a party to this Indenture. The Company or any of its Wholly-Owned Subsidiaries (other than a Foreign Subsidiary) may act as Paying Agent, Registrar or co-registrar. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall incorporate the terms of the TIA and implement the terms of this Indenture provisions hereof that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingshall be entitled to appropriate compensation in accordance with Article VII. The Company initially appoints The Depository the Trustee, acting through its Corporate Trust Company to act Office, as Depositary Registrar, Paying Agent and agent for service of notices and demands in connection with respect the Notes and the Trustee agrees that, if it shall receive any such notices or demands, it shall promptly provide copies thereof to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the SecuritiesCompany.

Registrar and Paying Agent. The Company Issuer shall maintain (i) an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) and an office or agency where Securities Notes may be presented for payment to Deutsche Bank Aktiengesellschaft and (iii) upon issuance of Definitive Notes, an office or agency where Definitive Notes may be presented for payment to the “Luxembourg Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. At the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders. The Company Issuer may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer, the Company or any of its Subsidiaries may act as Paying Agent or Registrar to the extent permitted under applicable laws or regulations. The Issuer shall notify the Trustee and the Trustee shall notify the Holders of the name and address of any Agent not a party to this Indenture. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms provisions of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture and the Notes that relate to such Agent. The Company Issuer shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company Issuer fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.7 hereof. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company Issuer initially appoints The Depository Trust Company Deutsche Bank Aktiengesellschaft to act as Depositary the paying agent (together with respect its successor in such capacity, the “Paying Agent”) and the Trustee to act as the Registrar. If and so long as the Notes are listed on the Euro MTF Market of the Luxembourg Stock Exchange and the rules of such stock exchange so require, the Issuer shall appoint Deutsche Bank Luxembourg, or such other Person located in Luxembourg and reasonably acceptable to the Global Securities. The Company hereby initially appoints Trustee (reasonableness to be determined objectively), as the Trustee as Registrar Luxembourg paying and transfer agent (together with its successor in such capacity, the “Luxembourg Paying Agent for the SecuritiesAgent”).

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”)) and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that, for the purposes of Articles III and VIII and as otherwise specified in the Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company hereby initially appoints the Trustee as Registrar and Paying Agent, and the Trustee hereby initially agrees so to act. The Trustee may change any perform its Registrar and Paying Agent duties through one or Registrar without prior notice to any Holdermore of its affiliates. The Company shall enter into an appropriate written agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Registrar and Paying Agent for Securities Custodian with respect to the Global Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”) "), and an office or agency where Securities may be presented for payment (the “"Paying Agent”"), and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that, for the purposes of Articles III, VIII, X, and Section 4.14 hereof and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and by its acknowledgment and acceptance on the signature page hereto, the Trustee hereby initially agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC"), to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(v) or (vi) hereof, the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may assume the duties and obligations of the Registrar and the Paying Agent for the Securitieshereunder.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency of the Company where Securities may be presented for payment (the “"Paying Agent”)") and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that, for the purposes of Articles III, VIII, XI, and Section 4.14 and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and by its acknowledgment and acceptance on the signature page hereto, the Trustee hereby agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(4) or (6), the Trustee as shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent for the Securitieshereunder.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”) "), and an office or agency where Securities may be presented for payment (the “"Paying Agent”"), and where notices and demands to or upon the Company in respect of the Securities may be served. The Company and Affiliates of the Company may act as Registrar or Paying Agent, except that, for the purposes of Articles III, VIII, X, and Section 4.14 hereof and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and by its acknowledgment and acceptance on the signature page hereto, the Trustee hereby initially agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Depositary Trust Company ("DTC"), to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(iv) or (v) hereof, the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may assume the duties and obligations of the Registrar and the Paying Agent for the Securitieshereunder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchangeexchange (the “Securities Register”). The Company may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional co-registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which . The agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indentureeach such agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 8.06. The Company or any Affiliate of the Company its domestically organized, wholly owned Subsidiaries may act as Paying Agent Agent, Registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingtransfer agent. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “"Registrar”"), and an office or agency where Notes may be presented for payment (the "Paying Agent") and an office or agency where Securities notices and demands to or upon the Company, if any, in respect of the Notes and this Indenture may be presented for payment (the “Paying Agent”)served. The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars and have one or more additional Paying Agents for the SecuritiesAgents. The term “"Paying Agent” " includes any additional paying agent Paying Agent, and the term “"Registrar” " includes any additional co-registrar. The Company shall enter into an appropriate agency agreement with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee in writing of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 7.06 hereof. The Company initially appoints DTC to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee as Registrar, Paying Agent and Agent for service of notices and demands in connection with the Notes and this Indenture, and the Corporate Trust Office of the Trustee as the office or agency of the Company for such purposes. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as suchHolders. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “ Registrar “Registrar”) and an office or agency where Securities may be presented for payment (the “ Paying Agent “Paying Agent”). The Registrar shall keep a register of the Securities (the “ Register “Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars and one or more additional Paying Agents for the Securities. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) ), which Registrar shall constitute a Security Register (as such term is defined in the Original Indenture), and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional co-registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this First Supplemental Indenture, which shall incorporate the terms of the TIA and Trust Indenture Act. The agreement shall implement the terms provisions of this First Supplemental Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indentureeach such agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 6.7 of the Original Indenture. The Company or any Affiliate of the Company its domestically organized, wholly owned Subsidiaries may act as Paying Agent Agent, Registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingtransfer agent. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their registration of transfer and exchange. The Company Issuer may appoint one or more co-Registrars and have one or more additional Paying Agents for the Securitiespaying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company Issuer may change any Paying Agent or the Registrar without prior notice to any Holder. The Company Issuer shall enter into an appropriate agency agreement with the Registrar or any Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agency agreement shall implement the terms provisions of this Indenture that relate to such Agentagent. The Company Issuer shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch agent. If the Company Issuer fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Affiliate Wholly Owned Subsidiary of the Company incorporated or organized within the United States of America may act as Paying Agent Agent, Registrar or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingtransfer agent. The Company Issuer initially appoints The the Depository Trust Company (as defined in the Appendix) to act as Depositary depositary with respect to the Global SecuritiesNotes (as defined in the Appendix). The Company hereby Issuer initially appoints the Trustee as Registrar and Paying Agent for in connection with the SecuritiesNotes. The Registrar and Paying Agent shall be entitled to the rights and immunities of the Trustee hereunder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register with respect to each Series of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional paying agents or change the office of such Registrar or Paying Agents for the SecuritiesAgent. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; however, the Company shall maintain a Paying Agent in each place of payment for the Notes of each Series. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company the Trustee to act as Depositary the Registrar and Paying Agent and to act as Custodian with respect to the Global SecuritiesNotes. The Company hereby initially appoints shall be responsible for making calculations called for under the Notes and this Indenture, including, but not limited to, determination of interest, additional amounts, redemption price, premium, if any, and any other amounts payable on the Notes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee as Registrar when requested by the Trustee in writing, and Paying Agent for the SecuritiesTrustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the Company’s calculations to any Holder of the Notes upon the written request of such Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”)") and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that, for the purposes of Articles 3, 8, 10, 11, Section 4.15 and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and the Trustee hereby agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary Depository with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Registrar and Paying Agent for Securities Custodian with respect to the Global Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities Notes may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities Notes (the “"Register”") and of their transfer and exchange. The Company may appoint one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Paying Agent” includes " in- cludes any additional paying agent and the term “"Registrar” " includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that which relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for in the SecuritiesUnited States.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall will keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing no such removal shall act become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent in connection with redemptions, offers to purchase, discharges and defeasanceAgent, as otherwise specified in this Indenturethe case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if a Default or Event of Default has occurred and is continuingthe Trustee also resigns as Trustee in accordance with Section 7.07 hereof. The Company initially appoints The Depository Trust Company DTC to act as Depositary with respect to the Global SecuritiesNotes. The Company hereby initially appoints the Trustee to act as the Registrar and Paying Agent for and to act as Custodian with respect to the SecuritiesGlobal Notes.

Registrar and Paying Agent. The Company Issuers shall jointly maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”"). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company Issuers may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “"Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company Issuers shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co- registrar not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture that relate to such Agentagent. The Company Issuers shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch agent. If the Company fails Issuers fail to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company Either of the Issuers or any Affiliate of the Company domestically organized Wholly Owned Subsidiary may act as Paying Agent Agent, Registrar, co-registrar or Registrar; provided, however, that none of transfer agent. The Issuers initially appoint the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) Trustee as Registrar and Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingthe Securities. The Company Issuers initially appoints appoint The Depository Trust Company to act as Depositary with respect to the Global Securities, and the Trustee shall initially be the Securities Custodian with respect to the Global Securities. The Company hereby initially appoints the Trustee as Issuers may remove any Registrar and or Paying Agent for upon written notice to such Registrar or Paying Agent and to the Securities.Trustee; provided that no such removal shall become effective until (1) acceptance of an appointment by

Registrar and Paying Agent. The Company shall maintain or cause to be maintained an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchangeexchange (the “Security Register”). The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company (“DTC”) to act as the Depositary with respect to the Global SecuritiesNotes. The Company hereby initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. The Security Register shall at all reasonable times, and at such reasonable costs as established by the Trustee, be open for inspection by the SecuritiesCompany or any Holder. The Trustee and every Registrar shall from time to time when requested so to do by the Company or by the Trustee furnish the Company or the Trustee, as the case may be, with a list of names and addresses of Holders entered on the Security Register kept by them and showing the principal amount and serial numbers of the Notes held by each such Holder. In acting hereunder and in connection with the Notes, the Paying Agent and Registrar shall act solely as agents of the Company, and will not thereby assume any obligations toward or relationship of agency or trust for or with any Holder.

Registrar and Paying Agent. The Company Issuers shall maintain in the United States an office or agency where Securities Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency (which, if Notes are issued in certificated form, shall be in New York, New York) where Securities Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) Notes and of their transfer and exchange. The Company Issuers may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the TIA and TIA. The agreement shall implement the terms provisions of this Indenture that relate to such Agentagent. The Company Issuers shall give prompt written notice to notify the Trustee of the name and address of any Agent who is not a party to this Indenturesuch agent. If the Company fails Issuers fail to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate reasonable compensation therefor pursuant to Section 7.07. The Company or any Affiliate of the Company Subsidiary may act as Paying Agent or Registrar; provided, however, that none of . The Company may change the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuingwithout prior notice to the Holders. The Company Issuers initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints appoint the Trustee as Registrar and Paying Agent for in connection with the SecuritiesNotes at the Corporate Trust Office of the Trustee. If the Trustee is no longer the Registrar and Paying Agent, the Issuers shall provide the Trustee with access to inspect the Note register at all times and with copies of the Note register.

Registrar and Paying Agent. The Company shall will maintain with respect to each Series of Securities at the place or places specified with respect to such Series pursuant to Section 2.02 an office or agency where Securities of such Series may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities of such Series may be presented for payment (the “Paying Agent”). The Registrar shall will keep a register of the Securities (the “Register”) of such Series and of their transfer and exchange. The Company may appoint one or more co-Registrars registrars and one or more additional Paying Agents for the Securitiespaying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registraragent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to will notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company its Subsidiaries may act as Paying Agent or Registrar; provided. If at any time the Company shall fail to maintain any such required Registrar, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default Service Agent or Event shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of Default has occurred the Trustee, and is continuing. The the Company initially hereby appoints The Depository Trust Company the Trustee as its agent to act as Depositary with respect to the Global Securitiesreceive all such presentations, surrenders, notices and demands. The Company hereby initially appoints the Trustee as Registrar and the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the Securitiescase may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “"Registrar”") and an office or agency where Securities may be presented for payment (the “"Paying Agent”)") and where notices and demands to or upon the Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent, except that for the purposes of Articles III, VIII, X and Section 4.13 and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent Paying Agent. The Company hereby initially appoints the Trustee as Registrar and Paying Agent, and by its signature hereto, the term “Registrar” includes any additional registrarTrustee hereby agrees so to act. The Company may at any time change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(d) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent for hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the Securitiesform provided to the Trustee by the Company and to act in accordance with such letter.

Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “RegistrarRegistrar ”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint one or more co-Registrars and one or more additional Paying Agents for the Securities. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any additional registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and implement the terms of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent who is not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee as Registrar and Paying Agent for the Securities.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities may be presented for registration of transfer or for exchange (the “Registrar”) "REGISTRAR"), and an office or agency where Securities may be presented for payment ("PAYING AGENT"), and where notices and demands to or upon the “Company in respect of the Securities may be served. The Company may act as Registrar or Paying Agent”), except that, for the purposes of Articles III, VIII, XI, and Section 4.14 hereof and as otherwise specified in this Indenture, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Securities (the “Register”) and of their transfer and exchange. The Company may appoint have one or more co-Registrars and one or more additional Paying Agents for the SecuritiesAgents. The term “"Registrar" includes any co-registrar and the term "Paying Agent” " includes any additional paying agent and the term “Registrar” includes any additional registrarPaying Agent. The Company may change any hereby initially appoints the Trustee as Registrar and Paying Agent or Registrar without prior notice Agent, and by its acknowledgement and acceptance on the signature page hereto, the Trustee hereby initially agrees so to any Holderact. The Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall incorporate the terms of the TIA and implement the terms provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Company shall give prompt written notice to promptly notify the Trustee in writing of the name and address of any Agent who is not a party to this Indenturesuch Agent. If the Company fails to appoint or maintain another entity as a Registrar or Paying Agent, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent or Registrar; provided, however, that none of the Company, its Subsidiaries or the Affiliates of the foregoing shall act (i) as Paying Agent in connection with redemptions, offers to purchase, discharges and defeasance, as otherwise specified in this Indenture, and (ii) as Paying Agent or Registrar if a Default or Event of Default has occurred and is continuing. The Company initially appoints The Depository Trust Company ("DTC"), to act as Depositary with respect to the Global Securities. The Company hereby initially appoints the Trustee to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 6.1(viii) or (ix) hereof, the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may assume the duties and obligations of the Registrar and the Paying Agent for the Securitieshereunder.