Common use of Registrar and Paying Agent Clause in Contracts

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer Company shall maintain maintain, pursuant to Section 4.2 hereof, an office or agency in where the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“the "Registrar”"), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“the "Paying Agent”). The Registrar shall keep a register ") and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall cause to be kept at such office a register (“the "Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of their transfer and exchangetransfers of Notes entitled to be registered or transferred as provided herein. The Issuer may appoint one or more co-registrarsTrustee, one or more co-transfer agents at its Corporate Trust Office, is initially appointed Registrar for the purpose of registering Notes and one or more additional paying agentstransfers of Notes as herein provided. The term “Company may, upon written notice to the Trustee, change the designation of the Trustee as Registrar and appoint another Person to act as Registrar for purposes of this Indenture. If any Person other than the Trustee acts as Registrar” includes any co-registrar, the term “Transfer Agent” includes Trustee shall have the right at any co-transfer agent time, upon reasonable notice, to inspect or examine the Note Register and to make such inquiries of the term “Paying Agent” includes any additional paying agentRegistrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Company shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required Person designated by such exchange in connection with any change of paying agent, registrar the Company as Registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Paying Agent that is not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent. Prior to the designation of any such Person, the Company shall, by written notice (which notice shall include the name and address of such Person), inform the Trustee of such designation. The Trustee, at its Corporate Trust Office, is initially appointed Paying Agent under this Indenture. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer Subject to Section 2.6(a) hereof, upon surrender for registration of transfer of any Note at an office or agency of the Company designated for such purpose, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations, of its Subsidiaries may act like tenor and aggregate principal amount, all as Paying Agentrequested by the transferor. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, Transfer Agent the Trustee or the Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect be duly endorsed, or be accompanied by a duly executed instrument of transfer in form satisfactory to the Global Notes. The Issuer initially appoints Company, the Trustee to act as Custodian with respect to and the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as Registrar, by the Paying Agent, Registrar and Transfer Agent for the NotesHolder thereof or such Holder's attorney duly authorized in writing.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Company may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Transfer Agent or Registrar without prior notice co-registrar not a party to any Holder this Indenture. The agreement shall implement the provisions of Notes. So long as the Notes are listed on an exchange and the rules of this Indenture that relate to such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Transfer Registrar, co-registrar or transfer agent. Initially, the Trustee will act as Registrar and Paying Agent or Registrarwith regard to the Notes. The Issuer initially appoints The Depository Trust Company (“DTC”) Trustee, Registrar, Paying Agent and transfer agent shall have no obligation or duty to act monitor, determine or inquire as Depositary to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any note (including any transfers between or among participants or other beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the Global Notes. The Issuer initially appoints terms of, this Indenture, and to examine the Trustee same to act determine substantial compliance as Custodian to form with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notesexpress requirements hereof.

Registrar and Paying Agent. The Issuer Company shall maintain maintain, pursuant to Section 1002 hereof, an office or agency in where the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“the "Registrar”"), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“the "Paying Agent”). The Registrar shall keep a register ") and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall cause to be kept at such office a register (“the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of their transfer and exchangetransfers of Notes entitled to be registered or transferred as provided herein. The Issuer may appoint one or more co-registrarsTrustee, one or more co-transfer agents at its Corporate Trust Office, is initially appointed Registrar for the purpose of registering Notes and one or more additional paying agentstransfers of Notes as herein provided. The term “Company may, upon written notice to the Trustee, change the designation of the Trustee as Registrar and appoint another Person to act as Registrar for purposes of this Indenture. If any Person other than the Trustee acts as Registrar” includes any co-registrar, the term “Transfer Agent” includes Trustee shall have the right at any co-transfer agent time, upon reasonable notice, to inspect or examine the Note Register and to make such inquiries of the term “Paying Agent” includes any additional paying agentRegistrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Company shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required Person designated by such exchange in connection with any change of paying agent, registrar the Company as Registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Paying Agent that is not a party to this Indenture, which agreement shall incorporate the provisions of the Trust Indenture Act and shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent. Prior to the designation of any such Person, the Company shall, by written notice (which notice shall include the name and address of such Person), inform the Trustee of such designation. The Trustee, at its Corporate Trust Office, is initially appointed Paying Agent under this Indenture. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer All Notes issued upon any registration of transfer or any exchange of its Subsidiaries may act as Paying AgentNotes shall be the valid obligations of the Company, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect evidencing the same debt, and entitled to the Global Notessame benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Issuer initially appoints Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Trustee to act as Custodian with respect Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Global Company and the Note Register duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes. The Issuer initially appoints U.S. Bank National Association , but the Company may require payment of a sum sufficient to act as the Paying Agentcover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, Registrar and Transfer Agent for the Notesother than exchanges pursuant to Section 304 or 906 not involving any transfer.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or for exchange (“Transfer Agent”the "Registrar") and an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for payment (“the "Paying Agent”"). The Registrar shall keep a register of the Notes (“Note Register”) Securities and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “"Paying Agent” " includes any additional paying agent. The Issuer may change Issuers shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Transfer Agent or Registrar without prior notice co-registrar not a party to any Holder this Indenture, which shall incorporate the terms of Notesthe TIA. So long as The agreement shall implement the Notes are listed on an exchange and the rules provisions of this Indenture that relate to such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party such agent. The Issuers may remove any Paying Agent, Registrar or co-registrar without prior notice to this Indentureany Holder. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its Subsidiaries may act Issuers initially appoint the Trustee as Registrar and Paying Agent, Transfer Agent or Registrarin connection with the Securities. The Issuer Issuers initially appoints appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global NotesSecurities. The Issuer initially appoints the Trustee Issuers may remove any Registrar or Paying Agent upon written notice to act as Custodian with respect such Registrar or Paying Agent and to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above and Transfer shall otherwise comply with TIA ss.312(a). The Registrar or Paying Agent for may resign at any time upon written notice. The Paying Agent shall comply with all withholding tax, information reporting and backup withholding tax requirements under the NotesUnited States Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations issued thereunder in respect of any payment on, or in respect of, the Securities (including, without limitation, furnishing to the Holders and collecting Internal Revenue Service ("IRS") Forms 1001, 4224, W-8 or W-9 (or any successor forms), as the case may be, and filing IRS Forms 1042 and 1042-S with respect thereto). As promptly as possible after the payment of any withholding tax, the Paying Agent shall deliver to each Holder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Holders may reasonably request from time to time.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the registrars. The term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (“Agent”) is hereby authorized to act in accordance with such letter and applicable procedures of DTC. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary. In connection with any proposed transfer outside the Book-entry Only System, the Issuer, the Holder or DTC shall, to the extent required by applicable tax law, provide or cause to be provided to the Trustee all information that is (i) in their possession, (ii) specifically requested by the Trustee in sufficient detail to permit compliance with such request and (iii) necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Issuer may enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as Custodian such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its Subsidiaries may act as Paying Agent, Registrar, co-registrar. Initially, the Trustee will act as Registrar and Paying Agent with respect regard to the Global Notes. The Issuer initially appoints U.S. Bank National Association may remove any Registrar or Paying Agent upon written notice to act as such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and Transfer delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent for until the Notesappointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Notes Securities may be presented for registration of transfer or exchange (“"Registrar”), ") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for payment (“"Paying Agent”)") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Notes (“Note Register”) Securities and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents Registrars and one or more additional paying agentsPaying Agents. The term “"Registrar” " includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “"Paying Agent” " includes any additional paying agentPaying Agent. The Issuer Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder Holder. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of Notes. So long as the Notes are listed on an exchange and the rules of this Indenture that relate to such exchange so requireAgent, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by furnish a copy of each such exchange in connection with any change of paying agent, registrar or transfer agentagreement to the Trustee. The Issuer Issuers shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch Agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer Issuers initially appoints appoint The Depository Trust Company (“"DTC”") to act as Depositary with respect to the Global NotesSecurities. The Issuer Issuers initially appoints appoint the Trustee Registrar to act as Securities Custodian with respect to the Global NotesSecurities. The Issuer initially appoints U.S. Bank National Association Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to act as the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and Transfer the Paying Agent for hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the Notesform provided to the Trustee by the Issuers and to act in accordance with such letter.

Registrar and Paying Agent. The Issuer Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuers in a Place of Payment being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuers shall provide for the registration of Notes and of transfers of Notes. The Issuers may have one or more co-registrars. The term “Note Registrar” includes any co-registrars. The Issuers shall maintain an office or agency in agent within the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, United States where Notes may be presented for payment (the “Paying Agent”); provided, however, that at the option of the Issuers payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers may appoint one or more co-registrars, one or more co-transfer agents and have one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes the Paying Agent and any additional paying agentPaying Agent. The Issuer Issuers initially appoint the Trustee as “Note Registrar” and “Paying Agent” in connection with the Notes until such time as the Trustee has resigned or a successor has been appointed. The Issuers may change any the Paying Agent, Transfer Agent or Note Registrar for any series of Notes without prior notice to any Holder the Holders of Notes. So long as the Notes are listed on The Issuers may enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Note Registrar or Paying Agent not a party to this Indenture. Any such exchange in connection with any change agency agreement shall implement the provisions of paying agent, registrar or transfer this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuer Issuers or any wholly-owned Domestic Subsidiary of its Subsidiaries either of the Issuers may act as Paying Agent, Transfer Agent Note Registrar or Registrartransfer agent. Upon surrender for transfer of any Note at the office or agency of the Issuers in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Issuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration, transfer or exchange of Notes, but the Issuers may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. The Issuer initially appoints The Depository Trust Company Issuers shall not be required (“DTC”i) to act as Depositary with respect issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (ii) to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent transfer or exchange any Note so selected for the Notesredemption (or purchase) in whole or in part.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)payment. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Issuers shall advise the Paying Agent in writing five Business Days prior to any interest payment date of any Additional Interest payable pursuant to the Registration Rights Agreement. The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the term “Transfer Agent” includes any co-transfer agent and terms of the term “Paying Agent” includes any additional paying TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Issuers or any of its Subsidiaries Guarantor may act as Paying Agent, Transfer Agent Registrar or Registrartransfer agent. The Issuer Issuers initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints appoint the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Paying Agent for the Notes. The Issuers may change any Registrar or Paying Agent without prior notice to the Holders, 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 Issuers 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) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee.

Registrar and Paying Agent. The Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”), ) and (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, United States where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange and, upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of such register to enable them to maintain a register of the Notes at their registered offices. The Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent Registrar or Registrar co-registrar without prior notice to any Holder of NotesHolder. So long as The Issuer shall notify the Notes are listed on an exchange Trustee or the Registrar in writing and the rules Trustee or the Registrar shall notify the Holders of such exchange so requirethe name and address of any Agent not a party to this Indenture. The Issuer or any of its Subsidiaries may act as Paying Agent, the Registrar or co-registrar. The Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply enter into an appropriate agency agreement with any notice requirements required by Agent not a party to this Indenture. The agreement shall implement the provisions hereof that relate to such exchange in connection with any change of paying agent, registrar or transfer agentAgent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch Agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, in accordance with this Section 2.3, or fails to give the foregoing notice, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) and shall be entitled to act as Depositary appropriate compensation in accordance with respect to the Global NotesSection 7.6. The Issuer initially appoints the Trustee as Registrar, Paying Agent and to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the NotesNotes Custodian.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough United States of Manhattan, City of New York, America where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), an office or agency in (b) Notes may, subject to Section 2 of the Borough of ManhattanNotes, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented surrendered for payment (“Paying Agent”)) and (c) notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain or cause to be maintained an office or agency in the United States of America, for such purposes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight and Sections 4.07 and 4.11, neither the Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The Registrar, as an agent of the Issuers, shall keep a register register, including ownership, of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers, upon notice to the Trustee, may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agentsagents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Issuers initially appoint the Trustee as Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long until such time as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar Trustee has resigned or transfer agenta successor has been appointed. The Issuer Issuers shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer in a Place of Payment being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The Issuer may have one or more co-registrars. The term “Note Registrar” includes any co-registrars. The Issuer shall also maintain an office or agency in agent within the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, United States where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register ; provided, however, that at the option of the Notes (“Issuer payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and have one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any such additional paying agentPaying Agent. The Issuer initially appoint the Trustee as “Note Registrar” and “Paying Agent” in connection with the Notes, until such time as such entity has resigned or a successor has been appointed. The Issuer may change any the Paying Agent, Transfer Agent or Note Registrar for any series of Notes without prior notice to any Holder the Holders of Notes. So long as the Notes are listed on The Issuer may enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Note Registrar or Paying Agent not a party to this Indenture. Any such exchange in connection with any change agency agreement shall implement the provisions of paying agent, registrar or transfer this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails fail to appoint or maintain another entity as Registrar, Transfer Agent a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuer Company or any wholly-owned Domestic Subsidiary of its Subsidiaries the Company may act as Paying Agent, Transfer Agent Note Registrar or Registrartransfer agent. Upon surrender for transfer of any Note at the office or agency of the Issuer in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration, transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. The Issuer initially appoints The Depository Trust Company shall not be required (“DTC”i) to act as Depositary with respect issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (ii) to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent transfer or exchange any Note so selected for the Notesredemption (or purchase) in whole or in part.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (“Agent”) is hereby authorized to act as Custodian in accordance with respect to such letter and applicable procedures of DTC. Neither the Global NotesTrustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary. The Issuer initially appoints U.S. Bank National Association shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to act as this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer 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 7.07. The Issuer, the Parent Guarantor or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. Initially, the Trustee shall act as Registrar and Transfer Paying Agent for with regard to the Notes.

Registrar and Paying Agent. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Company may have one or more co-registrars. The term “Note Registrar” includes any co-registrars. The Company shall also maintain an office or agency in agent within the Borough of Manhattan, City of New York, United States where Notes may be presented for registration (“Registrar”)payment; provided, an office however, that at the option of the Company, payment of interest on a Note may be made by wire transfer of immediately available funds to the account designated to the Company by the Person entitled thereto or agency by check mailed to the address of the Person entitled thereto as such address shall appear in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)Note Register. The Registrar shall keep a register of Company initially appoints the Notes (Trustee as “Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentin connection with the Notes until such time as it has resigned or a successor has been appointed. The Issuer Company may change any the Paying Agent, Transfer Agent or Note Registrar for the Notes without prior notice to any Holder the Holders of Notes. So long as the Notes are listed on The Company may enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Note Registrar or Paying Agent not a party to this Indenture. Any such exchange in connection with any change agency agreement shall implement the provisions of paying agent, registrar or transfer this Indenture that relate to such agent. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuer Company or any wholly owned domestic Subsidiary of its Subsidiaries the Company may act as Paying AgentAgent (except for purposes of Section 1103) or, Transfer Agent Note Registrar or Registrartransfer agent. Upon surrender for transfer of any Note at the office or agency of the Company in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be (i) issued in registered form and the registered holder of a Note will be treated as the owner of such Note for all purposes and (ii) the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Issuer initially appoints The Depository Trust Company shall not be required (“DTC”a) to act as Depositary with respect issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 1004 and ending at the close of business on the day of such mailing, or (b) to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent transfer or exchange any Note so selected for the Notesredemption in whole or in part.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)payment. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any shall advise the Paying Agent, Transfer Agent or Registrar without in writing five Business Days prior notice to any Holder interest payment date of Notesany Additional Interest payable pursuant to the Registration Rights Agreement. So long as the Notes are listed on an exchange and the rules of such exchange so require, the The Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply enter into an appropriate agency agreement with any notice requirements required by Registrar or Paying Agent 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 exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its Subsidiaries Guarantor may act as Paying Agent, Transfer Agent Registrar or Registrartransfer agent. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank Xxxxx Fargo Bank, National Association to act as the Registrar, Paying Agent, Registrar Agent and Transfer Agent for the Notes. The Issuer may change any Agent without prior notice to the Holders, but upon written notice to such 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 Issuer and such successor 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 Agent until the appointment of a successor in accordance with clause (i) above. The Agent may resign at any time upon written notice to the Issuer and the Trustee.

Registrar and Paying Agent. The Issuer Company shall maintain maintain, pursuant to Section 4.02 hereof, an office or agency in where the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“the "Registrar”"), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“the "Paying Agent”). The Registrar shall keep a register ") and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall cause to be kept at such office a register (“the "Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of their transfer and exchangetransfers of Notes entitled to be registered or transferred as provided herein. The Issuer may appoint one or more co-registrarsTrustee, one or more co-transfer agents at its Corporate National Trust Office, is initially appointed Registrar for the purpose of registering Notes and one or more additional paying agentstransfers of Notes as herein provided. The term “Company may, upon written notice to the Trustee, change the designation of the Trustee as Registrar and appoint another Person to act as Registrar for purposes of this Indenture. If any Person other than the Trustee acts as Registrar” includes any co-registrar, the term “Transfer Agent” includes Trustee shall have the right at any co-transfer agent time, upon reasonable notice, to inspect or examine the Note Register and to make such inquiries of the term “Paying Agent” includes any additional paying agentRegistrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Company shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required Person designated by such exchange in connection with any change of paying agent, registrar the Company as Registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Paying Agent that is not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent. Prior to the designation of any such Person, the Company shall, by written notice (which notice shall include the name and address of such Person), inform the Trustee of such designation. The Trustee, at its Corporate National Trust Office, is initially appointed Paying Agent under this Indenture. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer Subject to Section 2.06(a) hereof, upon surrender for registration of transfer of any Note at an office or agency of the Company designated for such purpose, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations, of its Subsidiaries may act like tenor and aggregate principal amount, all as Paying Agentrequested by the transferor. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, Transfer Agent the Trustee or the Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect be duly endorsed, or be accompanied by a duly executed instrument of transfer in form satisfactory to the Global Notes. The Issuer initially appoints Company, the Trustee to act as Custodian with respect to and the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as Registrar, by the Paying Agent, Registrar and Transfer Agent for the NotesHolder thereof or such Holder's attorney duly authorized in writing.

Registrar and Paying Agent. The Issuer shall maintain in the continental United States an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its wholly owned Subsidiaries organized in the United States may act as Paying Agent, Transfer Agent Registrar or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notestransfer agent. The Issuer initially appoints the Trustee to act as Custodian with respect to Registrar for the Global NotesNotes and as Paying Agent for the Notes at its corporate trust office in Minneapolis, Minnesota. The Issuer initially appoints U.S. Bank National Association may remove any Registrar or Paying Agent upon written notice to act 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 Issuer and such successor Registrar or 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 Issuer and Transfer Agent for the NotesTrustee.

Registrar and Paying Agent. The Issuer shall maintain in the continental United States an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Securities Register”). The Parent Guarantor or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Parent Guarantor or any of its wholly-owned Restricted Subsidiaries organized in the United States may act as Paying Agent, Transfer Agent Registrar or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notestransfer agent. The Issuer initially appoints the Trustee to act as Custodian with respect to Registrar for the Global NotesNotes at its corporate trust office in the United States, and as Paying Agent for the Notes at its corporate trust office in the United States. The Issuer initially appoints U.S. Bank National Association may remove any Registrar or Paying Agent upon written notice to act 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 Issuer and such successor Registrar or 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 Issuer and Transfer Agent for the NotesTrustee.

Registrar and Paying Agent. The Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”), ) and (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, United States where Notes may be presented for payment (the “Paying Agent”). The Issuer initially appoints MUFG Union Bank, N.A. as the Registrar and to act as Notes Custodian with respect to the Notes and MUFG Union Bank, N.A. hereby accepts such appointment. The Issuer initially appoints MUFG Union Bank, N.A. as the Paying Agent and MUFG Union Bank, N.A. hereby accepts such appointment. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange and, upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of such register to enable them to maintain a register of the Notes at their registered offices. The Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any the Paying Agent, Transfer Agent Registrar or Registrar co-registrar without prior notice to any Holder of NotesHolder. So long as The Issuer shall notify the Notes are listed on an exchange Trustee in writing and the rules Trustee shall notify the Holders of such exchange so requirethe name and address of any Agent not a party to this Indenture. The Issuer or any of its Restricted Subsidiaries may act as Paying Agent, the Registrar or co-registrar. The Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply enter into an appropriate agency agreement with any notice requirements required by Agent not a party to this Indenture. The agreement shall implement the provisions hereof that relate to such exchange in connection with any change of paying agent, registrar or transfer agentAgent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch Agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) and shall be entitled to act as Depositary appropriate compensation in accordance with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the NotesSection 7.6.

Registrar and Paying Agent. The Issuer Issuers or their agent shall maintain an office or agency in a register reflecting ownership of the Borough of Manhattan, City of New York, where Notes may be presented for registration outstanding from time to time. The Issuers will also maintain a transfer agent. The initial transfer agent and registrar (the “Registrar”)) will be, an office or agency in and the Borough of Manhattan, City of New York, where Notes may be presented for Issuers hereby appoint as transfer or exchange agent (the “Transfer Agent”) and an office or agency in the Borough of Manhattan), City The Bank of New York, where Notes may be presented for payment (“Paying Agent”)York Mellon. The Registrar shall keep a register of the Notes (“Note Register”) on behalf of the Issuers for so long as the Notes remain outstanding reflecting ownership of Notes outstanding from time to time and of their transfer and exchangeexchange (the “Notes Register”) and, upon written request from either of the Issuers, the Registrar shall provide the Issuers with a copy of the Notes Register to enable them to maintain a register of the Notes at their offices. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The Paying Agents will make payments on, and the transfer agents will facilitate transfer of, Notes on behalf of the Issuers. In the event that the Notes are no longer listed, the Issuers or their agent will maintain a register reflecting ownership of the Notes. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, . The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying provisions of this Indenture that relate to such agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Any Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Registrar or transfer agent. The Issuers initially appoint The Bank of New York Mellon as Paying Agent. The Issuers may change any Registrar, Paying Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect transfer agent without prior notice to the Global Notes. The Issuer initially appoints Holders, but the Trustee Issuers shall provide written notice to act as Custodian with respect such Registrar or Paying Agent and to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act 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 Issuers 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) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and Transfer Agent for the NotesTrustee.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) Securities and of their transfer and exchangeexchange (the “Note Register”). The Issuer Company may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Company shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by such exchange in connection with any change of paying agent, registrar Registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Paying Agent 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 of the name and address of each such agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.6. The Issuer Company or any of its domestically incorporated Wholly-Owned Subsidiaries may act as Paying Agent, Transfer Agent Registrar or Registrartransfer agent. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer 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 act as Custodian with respect such Registrar or Paying Agent and to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act 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 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 Transfer Agent the Trustee. The Company shall be responsible for making calculations called for under the NotesSecurities, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Securities. The Company will make the calculations in good faith. 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 upon the written request of such Holder.

Registrar and Paying Agent. The Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), ) and (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer additional paying agents and one or more additional paying transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agentagents. For avoidance of doubt, there shall be only one Note Register. The Issuer shall maintain a Registrar and Paying Agent in the Borough of Manhattan, the City of New York, the State of New York. The Issuer initially appoints the Trustee as Paying Agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder 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, to the extent that it is capable, act as such. The Issuer or any of its Domestic Subsidiaries may act as Paying Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes representing the Notes. So long The Issuer initially appoints the Trustee to act as the Registrar for the Notes and to act as Custodian with respect to the Global Notes. If and to the extent that the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall will comply with any notice requirements required by under such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)payment. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent 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 exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its Subsidiaries Guarantor may act as Paying Agent, Transfer Agent Registrar or Registrartransfer agent. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect the Registrar and Paying Agent for the Notes and the Issuer may remove any Registrar or Paying Agent without prior notice to the Global Notes. The Holders, 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 Issuer initially appoints U.S. Bank National Association to act as the 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) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and Transfer Agent for the NotesTrustee.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough for each series where Securities of Manhattan, City of New York, where Notes such series may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or for exchange (“Transfer Agent”the "Registrar") and an office or agency in the Borough where Securities of Manhattan, City of New York, where Notes such series may be presented for payment (“the "Paying Agent”"). The Registrar shall keep a register of the Notes (“Note Register”) Securities of such series and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “"Paying Agent” " includes any additional paying agent, and the term "Registrar" includes any co-registrars. The Issuer may change any Issuers initially appoint the Trustee as (i) Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with the Securities and (ii) the Securities Custodian (as defined in the Appendix) with respect to the Global Securities (as defined in the Appendix). The Issuers shall enter into an appropriate agency agreement with any change Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of paying agent, registrar or transfer the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Issuers or any of its their domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) Issuers may remove any Registrar or Paying Agent upon written notice to act as Depositary with respect such Registrar or Paying Agent and to the Global Notes. The Issuer initially appoints Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar and Transfer or Paying Agent for until the Notesappointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)payment. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any shall advise the Paying Agent, Transfer Agent or Registrar without in writing five (5) Business Days prior notice to any Holder interest payment date of Notesany Additional Interest, if any, payable pursuant to the Registration Rights Agreement. So long as the Notes are listed on an exchange and the rules of such exchange so require, the The Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply enter into an appropriate agency agreement with any notice requirements required by Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its Subsidiaries Guarantor may act as Paying Agent, Transfer Agent Registrar or Registrartransfer agent. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Registrar and Paying Agent for the Notes. The Issuer initially appoints U.S. Bank National Association may remove any Registrar or Paying Agent without prior notice to act the Holders, 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 Issuer 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) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and Transfer Agent for the NotesTrustee.

Registrar and Paying Agent. The Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), ) and (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer additional paying agents and one or more additional paying transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agentagents. For avoidance of doubt, there shall be only one Note Register. The Issuer shall maintain a Registrar and Paying Agent in the Borough of Manhattan, the City of New York, the State of New York. The Issuer initially appoints the Trustee as Paying Agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder 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, to the extent that it is capable, act as such. The Issuer or any of its domestic Subsidiaries may act as Paying Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes representing the Notes. So long The Issuer initially appoints the Trustee to act as the Registrar for the Notes and to act as Custodian with respect to the Global Notes. If and to the extent that the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall will comply with any notice requirements required by under such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or for exchange (“Transfer Agent”the "Registrar") and an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for payment (“the "Paying Agent”"). The Registrar shall keep a register of the Notes Securities (“Note the "Security Register”") and of their transfer and exchange. The Issuer Company may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents; provided, however, that so long as U. S. Trust Company of Texas, N.A. shall be the Trustee, without the consent of the Trustee, there shall be no more than one Registrar or Paying Agent. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “"Paying Agent” " includes any additional paying agent. The Issuer may change Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Transfer Agent or Registrar without prior notice co-registrar not a party to any Holder this Indenture, which shall incorporate the terms of Notesthe TIA. So long as The agreement shall implement the Notes are listed on an exchange and the rules provisions of this Indenture that relate to such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities. The Company may, upon written notice to the Trustee, change the designation of the Trustee as Registrar or Paying Agent and appoint another Person to act as Registrar for purposes of this Indenture except that, for the purposes of Article 3, Article 12 and Sections 4.07 and 4.09, none of the Company, any Guarantor, any Restricted Subsidiary or any Affiliate of its Subsidiaries may the Company or of any Guarantor shall act as Paying Agent. If any Person other than the Trustee acts as Registrar, Transfer Agent the Trustee shall have the right at any time, upon reasonable notice, to inspect or examine the Security Register and to make such inquiries of the Registrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. Upon surrender for registration of transfer of any Security at an office or agency of the Company designated for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of like tenor and aggregate principal amount, all as requested by the transferor. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed, or be accompanied by a duly executed instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar, by the Holder thereof or such Holdxx'x xttorney duly authorized in writing. The Issuer Company initially appoints The the Depository Trust Company (“"DTC”") to act as the Depositary with respect to the Global NotesSecurities. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act Cede & Co. has been appointed as the Paying Agent, Registrar and Transfer Agent for the Notesnominee of DTC.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer Company may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Company shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by such exchange in connection with any change of paying agent, registrar Registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Paying Agent 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 of the name and address of each such agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Company or any of its Wholly-Owned Subsidiaries organized in the United States may act as Paying Agent, Transfer Agent Registrar or Registrartransfer agent. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Paying Agent for the Notes. So long as U.S. Bank Trust Company, National Association acts as the Registrar and Paying Agent for the Notes, the Notes may be presented for registration of transfer or for exchange at the Corporate Trust Office of the Trustee. The Company may remove any Registrar or Paying Agent without prior notice to the Holders of the Notes, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (a) 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 or (b) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (a) above. The Registrar or Paying Agent (if other than the Trustee) may resign at any time upon written notice to the Company and the Trustee. The Registrar or Paying Agent (if it is also the Trustee) may resign at any time upon written notice to the Company.

Registrar and Paying Agent. The Issuer Corporation shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or for exchange (“Transfer Agent”"Registrar") and an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for payment (“"Paying Agent”"). The Registrar shall keep a register of the Notes (“Note Register”) Securities and of their transfer and exchange. The Issuer Corporation may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agentsPaying Agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “"Paying Agent” " includes any additional paying agentPaying Agent. The Issuer Corporation or any of its Subsidiaries may change any act as Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentRegistrar. The Issuer Corporation shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Corporation shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Issuer Corporation fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) Corporation shall provide to act as Depositary the Trustee for delivery to holders all materials required to be delivered to holders by the Corporation with respect to the Global NotesSecurities under the Internal Revenue Code of 1986, as amended (the "Code") or any Treasury regulations issued thereunder, and such materials as are required to be delivered to holders by any state or local authority. The Issuer Trustee shall deliver such materials promptly following its receipt thereof from the Corporation. The Corporation's agreement with any Paying Agent shall provide that the Paying Agent shall comply with all requirements of the Code, and the Treasury regulations thereunder, with respect to withholding from any payment made on the Securities of any withholding taxes imposed thereon. All such withholding duties shall be performed by the Trustee if it is the Paying Agent. The Corporation shall make all filings required by any governmental authority with respect to payments on the Securities, and promptly deliver to the Trustee copies thereof. The Corporation initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Registrar and Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes Securities may be presented or surrendered for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”"Registrar") and an office or agency in of the Borough of Manhattan, City of New York, Company where Notes Securities may be presented or surrendered 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, 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 Notes (“Note Register”) Securities and of their transfer and exchange. The Issuer Company may appoint have one or more co-registrars, one or more co-transfer agents Registrars and one or more additional paying agentsPaying Agents. The term “"Registrar” " includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “"Paying Agent” " includes any additional paying agentPaying Agent. The Issuer Company hereby initially appoints the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Company may at any time change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder 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 implement the provisions of Notes. So long as the Notes are listed on an exchange and the rules of this Indenture that relate to such exchange so requireAgent, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by furnish a copy of each such exchange in connection with any change of paying agent, registrar or transfer agentagreement to the Trustee. The Issuer Company shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch Agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer Company initially appoints The Depository Trust Company (“"DTC”") to act as Depositary with respect to the Global NotesSecurities. The Issuer Company initially appoints the Trustee Registrar to act as Securities Custodian with respect to the Global NotesSecurities. The Issuer initially appoints U.S. Bank National Association 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 act as the Company, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and Transfer the Paying Agent for hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the Notesform provided to the Trustee by the Company and to act in accordance with such letter.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency (which shall be located in the Borough of ManhattanMinneapolis, City of New York, Minnesota) where Notes may be presented for registration of transfer or for exchange (the “Registrar”), and an office or agency where Notes (in the Borough case of Manhattan, City of New York, where Notes Definitive Notes) may be presented for transfer or exchange payment (the “Transfer Paying Agent”) and an office or agency where notices and demands to or upon the Issuers, if any, in respect of the Borough of Manhattan, City of New York, where Notes and this Indenture may be presented for payment (“Paying Agent”)served. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. If and for so long as the Trustee is not the Registrar, the Trustee shall have the right to inspect the register of the Notes during regular business hours. The Issuer Issuers may appoint one or more co-registrars, one or more co-transfer agents and have one or more additional paying agentsPaying Agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer Issuers or any Affiliate thereof may act as Paying Agent. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notesthe Holders. So long as the Notes are listed on The Issuers shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentAgent that is not a party to this Indenture. The Issuer agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch Agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, or fail to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuer Issuers or any of its Subsidiaries wholly owned Subsidiary may act as Paying Agent, Transfer Agent Registrar, co-registrar or Registrartransfer agent. The Issuer Issuers initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints appoint the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Paying Agent for in connection with the NotesNotes and this Indenture.

Registrar and Paying Agent. The Issuer shall Company will maintain an office or agency in a Registrar and Paying Agent with respect to the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)Notes. The Registrar shall will keep a register of Security Register with respect to the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer Company initially appoints the Trustee to act as Custodian the Registrar and Paying Agent with respect to the Notes and to act as custodian for the Depositary with respect to the Global Notes. Section 203 Execution, Authentication, Delivery and Dating. For purposes of the Notes (but not any other Securities, unless provided by the terms thereof), the first, second and sixth paragraphs of Section 303 of the Base Indenture are hereby amended and restated in their entirety, respectively, to read as follows: “Securities shall be executed on behalf of the Company by any Officer of the Company. The Issuer initially appoints U.S. Bank National Association signature of any such Officer on the Securities may be manual, facsimile or electronic.” “Securities bearing the manual, facsimile or electronic signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to act as hold such offices prior to the Paying Agentauthentication and delivery of such Securities or did not hold such offices at the date of such Securities.” “No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, Registrar unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 202 or Section 612 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual, facsimile or electronic signature of one of its authorized signatories. Such certificate upon any Security shall be conclusive evidence, and Transfer Agent for the Notesonly evidence, that such Security has been duly authenticated and delivered hereunder.” ARTICLE THREE

Registrar and Paying Agent. The Issuer shall maintain will maintain, with respect to each Series of Notes, an office or agency in the Borough of Manhattan, City of New York, where Notes of such Series may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes of such Series may be presented for payment (“Paying Agent”). The Registrar shall will keep a register of the each Series of Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer shall will 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, Transfer Agent Registrar or Paying Agent, the Trustee shall will act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect If a Holder has given wire transfer instructions to the Global NotesIssuer and the Issuer is the Paying Agent, the Issuer will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with these instructions until given written notice to the contrary. All other payments on the Notes of any Series will be made at the Corporate Trust Office of the Trustee, unless the Issuer elects to make interest payments by checks mailed to the Holders at their addresses in the books and records of the Registrar. The Issuer initially appoints the Trustee to act as Custodian the Registrar and Paying Agent and to act as custodian of any Global Note (or Global Notes) with respect to each Series unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time Notes of that Series are first issued. The Issuer may change the Paying Agent or Registrar with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association Notes of any Series without prior notice to act as the Paying Agent, Registrar and Transfer Agent for the NotesHolders.

Registrar and Paying Agent. The Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment 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 Notes (“Note Register”) 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 Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. 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, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer Issuer, the Company or any of its Subsidiaries may act as Paying Agent, Transfer Agent or RegistrarRegistrar to the extent permitted under applicable laws or regulations. The Issuer initially appoints 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 Depository Trust Company (“DTC”) Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture and the Notes that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer 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 NotesSection 7.7 hereof. The Issuer initially appoints the Trustee to act as Custodian the Registrar and Paying Agent. 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 BNP Paribas Securities Services, or such other Person located in Luxembourg and reasonably acceptable to the Trustee (reasonableness to be determined objectively), as the Luxembourg paying and transfer agent (together with its successor in such capacity, the “Luxembourg Paying Agent”). The Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)) and (iii) upon issuance of Definitive Notes, an office or agency where Definitive Notes may be presented for payment to the Paying Agent. The Registrar shall keep a register of the Notes (“Note Register”) 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 Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. 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, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer Issuer, the Company or any of its Subsidiaries may act as Paying Agent, Transfer Agent or RegistrarRegistrar to the extent permitted under applicable laws or regulations. The Issuer initially appoints 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 Depository Trust Company (“DTC”) Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture and the Notes that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer 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 NotesSection 7.6 hereof. The Issuer initially appoints the Trustee to act as Custodian the Registrar and Paying Agent. In acting under this Indenture and in connection with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as , the Paying AgentAgent and the Registrar shall act solely as an agent of the Issuer, Registrar and Transfer Agent will not thereby assume any obligations towards or relationship of agency or trust for the Notesor with any Holder except as expressly provided in this Indenture.

Registrar and Paying Agent. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Company may have one or more co-registrars. The term “Note Registrar” includes any co-registrars. The Company shall also maintain an office or agency in agent within the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, United States where Notes may be presented for payment (the “Paying Agent”); provided, however, that at the option of the Company payment of interest on a Note may be made by wire transfer of immediately available funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Company may appoint one or more co-registrars, one or more co-transfer agents and have one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer Company initially appoints the Trustee as “Note Registrar” and “Paying Agent” in connection with the Notes until such time it has resigned or a successor has been appointed. The Company may change any the Paying Agent, Transfer Agent or Note Registrar for any series of Notes without prior notice to any Holder the Holders of Notes. So long as the Notes are listed on The Company may enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Note Registrar or Paying Agent not a party to this Indenture. Any such exchange in connection with any change agency agreement shall implement the provisions of paying agent, registrar or transfer this Indenture that relate to such agent. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuer Company or any wholly-owned Domestic Subsidiary of its Subsidiaries the Company may act as Paying Agent, Transfer Agent Note Registrar or Registrartransfer agent. Upon surrender for transfer of any Note at the office or agency of the Company in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. The Issuer initially appoints The Depository Trust Company shall not be required (“DTC”i) to act as Depositary with respect issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (ii) to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent transfer or exchange any Note so selected for the Notesredemption (or purchase) in whole or in part.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), an office or agency in (b) Notes may, subject to Section 2 of the Borough of ManhattanNotes, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented surrendered for payment (“Paying Agent”)) and (c) notices and demands to or upon the Issuers in respect of the Notes and this Indenture (other than notices and demands of the type contemplated by Section 12.09 of this Indenture) may be served. The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of the obligation to maintain or cause to be maintained an office or agency for such purposes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles 3 and 9 and Sections ‎4.07 and ‎4.11, neither the Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers, upon written notice to the Trustee, may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agentsPaying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer may change any Issuers initially appoints the Trustee as Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long until such time as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar Trustee has resigned or transfer agenta successor has been appointed. The Issuer Issuers shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuers shall notify the Trustee in writing, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The Issuer Company may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The Issuer may change any Company initially appoints the Trustee as (i) Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agentthe Notes, registrar or transfer agent(ii) the custodian with respect to the Global Notes and (iii) Conversion Agent. The Issuer shall notify the Trustee in writing of the name and address of Company may enter into an appropriate agency agreement with any Registrar or Paying Agent 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 of the name and address of any such agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefore pursuant to Section 7.07. The Issuer Company or any of its Wholly Owned Subsidiaries that is not a Foreign Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) may remove any Registrar or Paying Agent upon written notice to act as Depositary with respect such Registrar or Paying Agent and to the Global Notes. The Issuer initially appoints Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar and Transfer or Paying Agent for until the Notesappointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer shall will maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”), . The Issuer will also maintain an office or agency in within the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, United States where Notes may be presented for payment (“Paying Agent”)) provided, that at the option of the Issuer payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the note register or otherwise. The Registrar shall will keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents additional registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes Registrar and any co-transfer agent additional registrar and the term “Paying Agent” includes the Paying Agent and any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer shall will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. Any such agency agreement shall implement the provisions of this Indenture that relate to such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent with respect to the Notes and to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act , in each case until such time as the Paying Agent, Registrar and Transfer Agent for the Noteseither such entity has resigned or a successor has been appointed.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)payment. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the term “Transfer Agent” includes any co-transfer agent and terms of the term “Paying Agent” includes any additional paying TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Issuers or any of its Subsidiaries Guarantor may act as Paying Agent, Transfer Agent Registrar or Registrartransfer agent. The Issuer Issuers initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer Issuers initially appoints the Trustee to act as Custodian with respect the Registrar and Paying Agent for the Notes and the Issuers may remove any Registrar or Paying Agent without prior notice to the Global Notes. The Issuer initially appoints U.S. Bank National Association Holders, but upon written notice to act 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 Issuers 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) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and Transfer Agent for the NotesTrustee.

Registrar and Paying Agent. The Issuer Company shall maintain maintain, with respect to each Series of Notes, an office or agency in the Borough of Manhattan, City of New York, where Notes of such Series may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes of such Series may be presented for payment (“Paying Agent”)) in the Borough of Manhattan, the City of New York. The Registrar shall keep a register of (the Notes (“Note Register”) of each Series of Registered Notes and of their transfer and exchange. The Issuer Company may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Company may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent or Registrar of Paying Agent, the Trustee shall act as such. The Issuer Company or any of its Restricted Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially Company hereby appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global NotesNotes of each Series unless another Depositary is appointed prior to the time the Notes of that Series are first issued. The Issuer initially Company hereby appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the initial Registrar and Paying Agent for each Series unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time the Notes of that Series are first issued. The Company or any of its domestically organized Subsidiaries may act as Paying Agent or Registrar. The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent acting 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 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 Transfer address of any such agent. The Company may remove any Registrar or Paying Agent for any Series of Notes upon written notice to such Registrar or Paying Agent and to the NotesTrustee; provided, however, that no such removal shall become effective until (1) 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 or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer Company shall maintain maintain, with respect to each series of Notes, an office or agency in the Borough of Manhattan, City of New York, where such Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where such Notes may be presented for purchase or payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Company may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” Agent includes any additional paying agent. The Issuer may change Company shall enter into an appropriate agency agreement with respect to each series of Notes with any Registrar, Paying Agent, Transfer Agent or Registrar without prior notice co-registrar. The agreement shall implement the provisions of this Indenture that relate to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Company 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, Transfer Agent or Paying Agent, the Trustee shall act as suchsuch agent. The Issuer Company or any Subsidiary or an Affiliate of its Subsidiaries either of them may act as Paying Agent, Transfer Agent Registrar or Registrarco-registrar. The Issuer Company initially appoints The Depository Trust Company (“DTC”) to act will serve as Depositary the Registrar and Paying Agent in connection with respect to the Global Notes. The Issuer initially appoints such Notes provided however that upon an Event of Default or a default that remains uncured or unwaived for 30 days, the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as may, at its discretion, become the Paying Agent, the Registrar or both. The Company shall promptly notify the Trustee in writing of any change to the Registrar or Paying Agent of the Notes. The Company or its agent shall be solely responsible for making all payments of principal and Transfer interest hereunder and the Trustee shall be entitled to rely upon the information of outstanding balances on the Notes and any information provided by the Company on payment of principal and interest without further investigation. Within thirty (30) days after the end of each fiscal quarter the Paying Agent shall deliver to the Trustee a written report identifying, as of the date of such report, (i) the Principal Amount and accrued interest of each Note, (ii) all CM Loan Payments received by the Paying Agent, (iii) all CM Loan Net Payments paid to the Holders, (iv) name and contact information for each of the Holders, (v) issue and maturity dated of each Note and such other information as reasonably requested by the Trustee from time to time in order for the NotesTrustee to determine the Principal Amount and accrued interest of each Note.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep or cause to be kept a register of the Notes (“Note Register”) and of their transfer and exchange. At the option of the Issuers, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal, Redemption Price and Purchase Price of, and interest on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent. The Issuer Issuers may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries Issuers may act as Paying Agent, Transfer Agent or RegistrarRegistrar so long as no Event of Default has occurred and is continuing. The Issuer initially appoints The Depository Trust Company Depositary shall, by acceptance of a Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (“DTC”) or its agent), and that ownership of a beneficial interest in the Note shall be required to act as Depositary with respect to the Global Notesbe reflected in a book entry. The Issuer Issuers initially appoints appoint the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act , until such time as the Paying Agent, Registrar and Transfer Agent for the NotesTrustee has resigned or a successor has been appointed.

Registrar and Paying Agent. The Issuer Co-Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, City of New York, United States where (a) Notes may be presented for payment or surrendered for registration of transfer or for exchange (“Registrar”), an office or agency in (b) Notes may, subject to Section 2 of the Borough of ManhattanNotes, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented surrendered for payment (“Paying Agent”)) and (c) notices and demands to or upon the Co-Issuers in respect of the Notes and this Indenture may be served. The Co-Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve either Co-Issuer of its obligation to maintain or cause to be maintained an office or agency in the United States, for such purposes. At the option of the Co-Issuers, the payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided that for Holders owning at least $100,000 aggregate principal amount of Notes that have given wire transfer instructions to the Co-Issuers at least ten (10) Business Days prior to the applicable payment date, the Co-Issuers shall make all payments of principal, interest and premium, if any, by wire transfer of immediately available funds to the accounts specified by the Holders thereof. The Company or any Subsidiary of the Company may act as Registrar or Paying Agent, except that for the purposes of Article Eight, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Co-Issuers, upon notice to the Trustee, may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agentsagents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Co-Issuers initially appoint the Trustee as Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long until such time as the Notes are listed on an exchange and Trustee has resigned or a successor has been appointed. To the rules of such exchange so requireextent necessary, the Issuer Co-Issuers shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply enter into an appropriate agency agreement with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Co-Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Co-Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer With respect to the Notes of each series, the Company shall maintain an office or agency in cause to be kept at the Borough Corporate Trust Office of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep Trustee a register of (each such register being herein sometimes referred to as the Notes (“Note Register”) at an office or agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes of such series and of their transfer and exchangetransfers of Notes of such series. Such office or agency shall be the “Note Registrar” for that series of Notes. The Issuer Company may appoint have one or more co-registrars, one or more and the term “Note Registrar” includes any co-registrars. The Company shall also maintain, with respect to the Notes of each series, an office or agency within the United States where Notes of such series may be presented for payment; provided, however, that at the option of the Company payment of interest on a Note may be made by wire transfer agents and of immediately available funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. The Company may have one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer Company initially appoints the Trustee as “Note Registrar” and “Paying Agent” in connection with the Notes until such time as it has resigned or a successor has been appointed. The Company may change any the Paying Agent, Transfer Agent or Note Registrar for any series of Notes without prior notice to any Holder the Holders of Notes. So long as the Notes are listed on The Company may enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Note Registrar or Paying Agent not a party to this Indenture. Any such exchange in connection with any change agency agreement shall implement the provisions of paying agent, registrar or transfer this Indenture that relate to such agent. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuer Company or any wholly-owned Domestic Subsidiary of its Subsidiaries the Company may act as Paying Agent, Transfer Agent Note Registrar or Registrartransfer agent. Upon surrender for transfer of any Note of any series at the office or agency of the Company in a Place of Payment for such series, in compliance with all applicable requirements of this Indenture and applicable law, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes of any series may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at the office or agency for such series. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitling the Holders thereof to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. The Issuer initially appoints The Depository Trust Company (“DTC”) transferor shall also provide or cause to act as Depositary with respect be provided to the Global Notes. The Issuer initially appoints Trustee all information in its possession that is reasonably necessary to allow the Trustee to act as Custodian comply with respect to any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Global NotesCode. The Issuer initially appoints U.S. Bank National Association Trustee may rely on the information provided to act as it and shall have no responsibility to verify or ensure the Paying Agentaccuracy of such information. No service charge shall be made for any registration of transfer or exchange of Notes, Registrar but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. The Company shall not be required (i) to issue, transfer or exchange Notes of any series during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes of that series selected for redemption (or purchase) under Section 1002 and Transfer Agent ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any such Notes so selected for the Notesredemption (or purchase) in whole or in part.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. 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 Issuers initially appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints Issuers have entered into a letter of representations with DTC in the form provided by DTC and the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (“Agent”) is hereby authorized to act in accordance with such letter and applicable procedures of DTC. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary. The Issuers shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Any Issuer, the Parent Guarantor or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. Initially, the Trustee shall act as Registrar and Transfer Paying Agent for with regard to the Notes.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or for exchange (“Transfer Agent”the "Registrar") and an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for payment (“the "Paying Agent”"). The Issuer shall cause each of the Registrar and the Paying Agent to maintain an office or agency in Wilmington, Delaware. The Registrar shall keep a register of the Notes (“Note Register”) Securities and of their transfer and exchangeexchange (the "Note Register"). The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “"Paying Agent” " includes any additional paying agent. Any transfer of a Security shall be effective only upon appropriate entries with respect thereto being made in the Note Register. Any assignment or transfer of all or part of a Security shall be registered on the Note Register only upon surrender for registration of assignment or transfer of the Security, accompanied by a duly executed form of assignment, and thereupon one or more new Securities shall be issued to the designated transferee. Any Security surrendered pursuant to this Section 2.3 shall be returned by the Registrar to the Issuer marked "cancelled." The Issuer may change shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Transfer Agent or Registrar without prior notice co-registrar not a party to any Holder this Indenture, which shall incorporate the terms of Notesthe TIA. So long as The agreement shall implement the Notes are listed on an exchange and the rules provisions of this Indenture that relate to such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent Registrar, co-registrar or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notestransfer agent. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Paying Agent for the NotesSecurities.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) Securities and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The Issuer may change any Issuers initially appoint the Trustee as (a) Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with the Securities and (b) the Securities Custodian with respect to the Global Securities. The Issuers shall enter into an appropriate agency agreement with any change Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of paying agent, registrar or transfer the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Issuers or any of its their domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) Issuers may remove any Registrar or Paying Agent upon written notice to act as Depositary with respect such Registrar or Paying Agent and to the Global Notes. The Issuer initially appoints Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar and Transfer or Paying Agent for until the Notesappointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the registrars. The term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (“Agent”) is hereby authorized to act in accordance with such letter and applicable procedures of DTC. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary. In connection with any proposed transfer outside the book-entry only system, the Issuer, the Holder or DTC shall, to the extent required by applicable tax law, provide or cause to be provided to the Trustee all information that is (i) in their possession, (ii) specifically requested by the Trustee in sufficient detail to permit compliance with such request and (iii) necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Issuer may enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as Custodian such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its Subsidiaries may act as Paying Agent, Registrar, co-registrar. Initially, the Trustee will act as Registrar and Paying Agent with respect regard to the Global Notes. The Issuer initially appoints U.S. Bank National Association may remove any Registrar or Paying Agent upon written notice to act as such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and Transfer delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent for until the Notesappointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, New York where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Issuers shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent 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 exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 8.07. The Issuer Parent or any of its Restricted Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer Issuers initially appoints appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer Issuers initially appoints appoint the Trustee to act as Custodian Registrar and Paying Agent in connection with respect to the Global NotesNotes at the Corporate Trust Office of the Trustee. The Issuer initially appoints U.S. Bank National Association to act as If the Trustee is no longer the Registrar and Paying Agent, Registrar the Issuers shall provide the Trustee with access to inspect the Note register at all times and Transfer Agent for with copies of the NotesNote register.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough United States of Manhattan, City of New York, America where (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) 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 Company may also from time to time designate (without notice to Holders) one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and where such notices and demands may be served and may from time to time rescind or change such designations; provided, however, that no such designation, rescission or change shall relieve the Company of its obligation to maintain an office or agency in the Borough United States of ManhattanAmerica for such purposes. The Company may change or remove any Paying Agent, City Registrar or co-Registrar without notice to any Holder so long as there is a Paying Agent and Registrar in United States of New YorkAmerica. The Company will give prompt written notice to the Trustee of any such designation, where Notes may be presented for transfer rescission, removal or exchange (“Transfer Agent”) and an office or agency change referred to in the Borough two immediately preceding sentences. The Company or any of Manhattanits Domestic Subsidiaries may act as Registrar, City of New York, where Notes may be presented for payment (“co-Registrar or Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Company, upon written notice to the Trustee but without notice to Holders, may appoint one or more co-registrars, one or more co-transfer agents Registrars and one or more additional paying agents and may rescind the appointment of and change any such co-Registrars or additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Company shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such exchange in connection with any change of paying agent, registrar or transfer agentAgent. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch Agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially hereby appoints the Trustee to act Trustee, acting through its Corporate Trust Office in the United States of America, as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the initial Paying Agent, Agent and Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough United States (which may be an office of Manhattanthe Trustee or an affiliate of the Trustee, City of New YorkRegistrar or co-registrar), where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where (b) Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented surrendered for payment (“Paying Agent”)) and (c) notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States, for such purposes. The Company may change any Paying Agent or Registrar without notice to any holder. The Company or any of its Subsidiaries may act as its own Registrar or Paying Agent provided compliance with the proviso of the previous sentence. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Company, upon notice to the Trustee, may appoint have one or more co-registrars, one or more co-transfer agents Registrars and one or more additional paying agentsagents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Company initially appoints the Trustee as Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long until such time as the Notes are listed on an exchange and Trustee has resigned or a successor has been appointed. Notwithstanding anything to the rules contrary herein, in no event shall the Trustee be the Company’s agent for service of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentlegal process. The Issuer Company shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA to the extent applicable. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer Company may remove any Registrar or any 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 its Subsidiaries may act an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect the case may be, and delivered to the Global Notes. The Issuer initially appoints Trustee or (ii) notification to the Trustee to act that the Trustee shall serve as Custodian Registrar or Paying Agent until the appointment of a successor in accordance with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notesclause (i) above.

Registrar and Paying Agent. The Issuer Alderwoods shall maintain an office or agency (which shall be located in the Borough of Manhattan, the City of New York, State of New York) where Seven-Year Notes may be presented for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), an office or agency (which shall be located in the Borough of Manhattan, the City of New York, State of New York) where Seven-Year Notes may be presented for transfer or exchange payment of principal, premium, if any, and interest (“Transfer Agent”the "PAYING AGENT") and an office or agency where notices and demands to or upon Alderwoods in respect of the Borough of Manhattan, City of New York, where Seven-Year Notes and this Indenture may be presented for payment (“Paying Agent”)served. The Registrar shall keep a register of the Seven-Year Notes (“Note Register”) and of their transfer and exchange. The Issuer Alderwoods may appoint have one or more co-registrars, one or more co-transfer agents Registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” "PAYING AGENT" includes any additional paying agent. The Issuer Alderwoods may change any Paying Agent, Transfer Agent Registrar or co-Registrar without prior upon 30 days' notice to the Trustee. Except as otherwise expressly provided in this Indenture, Alderwoods or any Holder of NotesAffiliate thereof may act as Paying Agent, Registrar or co-Registrar. So long as the Notes are listed on Alderwoods shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by such exchange in connection with any change Registrar or Paying Agent not a party to this Indenture, which shall incorporate the provisions of paying agent, registrar or transfer agentthe TIA. The Issuer agreement shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent. Alderwoods 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, Transfer Agent such Registrar or Paying Agent. If Alderwoods fails to maintain a Registrar, Paying Agent or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.08. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer Alderwoods initially appoints the Trustee to act as Custodian Registrar, Paying Agent and agent for service of notices and demands in connection with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Seven-Year Notes.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Issuers shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent 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 exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 8.07 hereof. The Issuer Company or any of its Subsidiaries Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer Issuers initially appoints appoint the Trustee as Registrar and Paying Agent in connection with the Notes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints All Notes issued upon any registration of transfer or exchange of Notes shall be the Trustee to act as Custodian with respect valid obligations of the Issuers evidencing the same debt, and entitled to the Global same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing. No service charge shall be imposed for any registration of transfer or exchange of Notes, but the Issuers may require payment of a sum sufficient to cover any transfer tax or other governmental taxes and fees that may be imposed by law or the Indenture in connection with any registration of transfer or exchange of Notes. The Issuer initially appoints U.S. Bank National Association If the Notes are to act as be redeemed in part, the Paying AgentIssuers shall not be required (A) to register the transfer of or exchange any Notes during a period of 15 days before a selection of Notes for redemption under Section 4.02 hereof, Registrar or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Further, the Issuers shall not be required to register the transfer of or exchange any Notes between a record date and Transfer Agent for the Notesnext succeeding Interest Payment Date.

Registrar and Paying Agent. The Issuer shall, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, (i) appoint an agent (the "Registrar") who shall maintain an office or agency in the Borough where Securities of Manhattan, City of New York, where Notes such Series may be presented for registration of transfer or for exchange and (“Registrar”), ii) an agent (the "Paying Agent") who shall maintain an office or agency in the Borough where Securities of Manhattan, City of New York, where Notes such Series may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)payment. The Registrar shall shall, with respect to each Series of Securities, keep a register of the Notes (“Note Register”) such Securities and of their transfer and exchange. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “"Registrar” " includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “"Paying Agent” " includes any additional paying agent. The Issuer may change any Registrar or Paying Agent, Transfer Agent or Registrar without prior notice to the Holders. In the event the Issuer shall retain any Holder of Notes. So long Person not a party to this Indenture as the Notes are listed on an exchange and the rules of such exchange so requireagent hereunder, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply enter into an appropriate agency agreement with any notice requirements required by Registrar or Paying Agent 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 exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially hereby appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the initial Registrar and Paying Agent for each Series unless another Registrar or Paying Agent, Registrar and Transfer Agent for as the Notescase may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Company may have one or more co-registrars. The term “Note Registrar” includes any co-registrars. The Company shall also maintain an office or agency in agent within the Borough of Manhattan, City of New York, United States where Notes may be presented for registration (“Registrar”)payment; provided, an office or agency however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)Note Register. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Company may appoint one or more co-registrars, one or more co-transfer agents and have one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes shall include any additional paying agentPaying Agent. The Issuer Company initially appoints the Trustee as “Note Registrar” and “Paying Agent” in connection with the Notes, until such time as it has resigned or a successor has been appointed. The Company may change any the Paying Agent, Transfer Agent or Note Registrar for any series of Notes without prior notice to any Holder the Holders of Notes. So long as the Notes are listed on The Company may enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Note Registrar or Paying Agent not a party to this Indenture. Any such exchange in connection with any change agency agreement shall implement the provisions of paying agent, registrar or transfer this Indenture that relate to such agent. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuer Company or any wholly-owned Domestic Subsidiary of its Subsidiaries the Company may act as Paying Agent, Transfer Agent Note Registrar or Registrartransfer agent. Upon surrender for transfer of any Note at the office or agency of the Company in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration, transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. The Issuer initially appoints The Depository Trust Company Issuers shall not be required (“DTC”i) to act as Depositary with respect issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (ii) to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent transfer or exchange any Note so selected for the Notesredemption (or purchase) in whole or in part.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of NotesHolder. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer Issuers shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer None of the Issuers, Holdings, any Restricted Subsidiary or any Subsidiary of its Subsidiaries a Restricted Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer Issuers initially appoints appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer Issuers initially appoints appoint the Trustee to act as Custodian with respect to the Global Notes. The Issuer Issuers initially appoints appoint U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer Casella shall maintain an office or agency in the Borough of Manhattan, City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where (b) Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented surrendered for payment (“Paying Agent”)) and (c) notices and demands to or upon Casella in respect of the Notes and this Indenture may be served. Casella may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve Casella of its obligation to maintain an office or agency for such purposes. Casella may act as its own Registrar or Paying Agent, except that for the purposes of Articles Three and Eight and Sections 4.09 and 4.13, neither Casella nor any Affiliate of Casella shall act as Paying Agent. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Casella, upon notice to the Trustee, may appoint have one or more co-registrars, one or more co-transfer agents Registrars and one or more additional paying agentsagents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Casella initially appoints the Trustee as Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long until such time as the Notes are listed on Trustee has resigned or a successor has been appointed. Casella shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. Casella shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Casella fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of NotesHolder. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer None of the Issuer, any Restricted Subsidiary or any Subsidiary of its Subsidiaries a Restricted Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints appoint the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints appoint U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)payment. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent not a party to this Supplemental Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Supplemental Indenture that relate to such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its Subsidiaries Guarantor may act as Paying Agent, Transfer Agent Registrar or Registrartransfer agent. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Registrar and Paying Agent for the Notes. The Issuer initially appoints U.S. Bank National Association may remove any Registrar or Paying Agent without prior notice to act the Holders, 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 Issuer 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) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and Transfer Agent for the NotesTrustee.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Issuers shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent 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 exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 8.07. The Issuer Company or any of its Subsidiaries Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer Issuers initially appoints appoint the Trustee as Registrar and Paying Agent in connection with the Notes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints All Notes issued upon any registration of transfer or exchange of Notes shall be the Trustee to act as Custodian with respect valid obligations of the Issuers evidencing the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing. No service charge shall be imposed for any registration of transfer or exchange of Notes, but the Issuers may require payment of a sum sufficient to cover any transfer tax or other governmental taxes and fees that may be imposed by law or the Indenture in connection with any registration of transfer or exchange of Notes. If the Notes are to be redeemed in part, the Issuers shall not be required (A) to register the transfer of or exchange any Notes during a period of 15 days before a selection of Notes for redemption under Section 4.02, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Further, the Issuers shall not be required to register the transfer of or exchange any Notes between a record date and the next succeeding Interest Payment Date. With Respect to Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.:

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. At the option of the Issuers, payment of interest and additional interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal, Redemption Price and Purchase Price of, and interest and additional interest (if any) on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent. The Issuer Issuers may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries Issuers may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company Depositary shall, by acceptance of a Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. In the event that the Issuers are required to pay additional interest to holders of Notes pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“DTCAdditional Interest Notice”) to act as Depositary the Trustee of their obligation to pay additional interest no later than fifteen days prior to the proposed payment date for the additional interest, and the Additional Interest Notice shall set forth the amount of additional interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the additional interest, or with respect to the Global Notesnature, extent, or calculation of the amount of additional interest when made, or with respect to the method employed in such calculation of the additional interest. The Issuer Issuers initially appoints appoint the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act , until such time as the Paying Agent, Registrar and Transfer Agent for the NotesTrustee has resigned or a successor has been appointed.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the registrars. The term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Depositary Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (“Agent”) is hereby authorized to act in accordance with such letter and applicable procedures of the DTC. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary. The Issuer may enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as Custodian such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any of its Subsidiaries may act as Paying Agent, Registrar, co-registrar. Initially, the Trustee will act as Registrar and Paying Agent with respect regard to the Global Notes. The Issuer initially appoints U.S. Bank National Association may remove any Registrar or Paying Agent upon written notice to act as such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and Transfer delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent for until the Notesappointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer shall will maintain an office or agency in the Borough of Manhattan, City of New York, contiguous United States offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office offices or agency in the Borough of Manhattan, City of New York, agencies where Notes may be presented for payment (each, a “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any such additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer shall notify will give prompt written notice to the Trustee of any such co-registrar or additional paying agents and of any change in writing of the name and or address of any Agent not a party to this Indenturesuch Registrar or Paying Agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee Trustee, acting as agent of the Issuer solely for this purpose, shall act as such. The Issuer or any of its Subsidiaries Subsidiaries, acting as agent of the Issuer solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as a Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank Trust Company, National Association to act as Paying Agent and Registrar, the transfer agent (in such capacity, together with its successors in such capacity, the “Transfer Agent”) for the Notes and as Custodian for the Global Notes. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in writing at least seven (7) Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar and or Transfer Agent. The Issuer will mail a notice of any change of Paying Agent, Registrar or Transfer Agent for in the Notescase of Definitive Notes by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal will be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, continental United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Issuers shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent 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 exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Company or any of its Subsidiaries Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect If a Holder has given wire transfer instructions to the Global NotesIssuers, the Issuers will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions until given written notice to the contrary. All other payments on the Notes will be made at the Corporate Trust Office of the Trustee, unless the Issuers elect to make interest payments by checks mailed to the Holders at their addresses set forth in the register of Holders. The Issuer Issuers initially appoints appoint the Trustee to act as Custodian Registrar and Paying Agent in connection with respect the Notes at its offices indicated in the definition of Corporate Trust Office of the Trustee in Section 1.01. The Issuers may change the Paying Agent or Registrar without prior notice to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the NotesNoteholders.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) a Registrar and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the 2027 Notes (“Note Register”) and the 2047 Notes and of their transfer and exchangeexchange (the “Register”). At the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal, the Redemption Price, and interest and Additional Interest (if any) on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent ten days prior to the applicable payment date. The Issuer Company may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Company may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer Company shall promptly notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries Company may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company Depositary shall, by acceptance of a Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (“DTC”) or its agent), and that ownership of a beneficial interest in the Note shall be required to act as Depositary with respect to the Global Notesbe reflected in a book entry. The Issuer Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act , until such time as the Paying AgentTrustee has resigned or a successor has been appointed. Each of the 2027 Notes and the 2047 Notes may be presented for registration or transfer and exchange at the offices of the Registrar, Registrar and Transfer Agent for which initially will be the NotesCorporate Trust Office of the Trustee.

Registrar and Paying Agent. The Issuer shall maintain maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to this Section, an office or agency in the Borough where Securities of Manhattan, City of New York, where Notes such Series may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough where Securities of Manhattan, City of New York, where Notes such Series may be presented for payment (the “Paying Agent”). The Registrar shall keep a register with respect to each Series of the Notes (“Note Register”) Securities and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and have one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any hereby appoints the Trustee at its Corporate Trust Office as Registrar and Paying Agent for each Series of Securities unless another Registrar or Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes case may be, is appointed prior to the time Securities of that Series are listed on an exchange and the rules of such exchange so require, the first issued. The Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply enter into an appropriate agency agreement with any notice requirements required by Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its domestically organized Significant Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) may remove any Registrar or Paying Agent upon written notice to act as Depositary with respect such Registrar or Paying Agent and to the Global Notes. The Trustee; provided, however, that no such removal shall become effective until (1) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar and Transfer or Paying Agent for until the Notesappointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Registrar or Paying Agent only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The Issuer Company may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The Issuer may change any Company initially appoints the Trustee as (i) Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agentthe Notes, registrar or transfer agent(ii) the custodian with respect to the Global Notes and (iii) Conversion Agent. The Issuer Company shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Registrar or Paying Agent 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 of the name and address of any such agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefore pursuant to Section 7.07. The Issuer Company or any of its Wholly Owned Subsidiaries that is not a Foreign Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) may remove any Registrar or Paying Agent upon written notice to act as Depositary with respect such Registrar or Paying Agent and to the Global Notes. The Issuer initially appoints Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar and Transfer or Paying Agent for until the Notesappointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, continental United States where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Issuers shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Company or any of its Subsidiaries Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect If a Holder has given wire transfer instructions to the Global NotesIssuers, the Issuers will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions until given written notice to the contrary. All other payments on the Notes will be made at the Corporate Trust Office of the Trustee, unless the Issuers elect to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. The Issuer Issuers initially appoints appoint the Trustee to act as Custodian Registrar and Paying Agent in connection with respect the Notes at its offices indicated in the definition of Corporate Trust Office of the Trustee in Section 1.01. The Issuers may change the Paying Agent or Registrar without prior notice to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the NotesNoteholders.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The Issuer Company may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The Issuer may change any Company initially appoints the Trustee as (i) Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agentthe Notes, registrar or transfer agent(ii) the custodian with respect to the Global Notes and (iii) Conversion Agent. The Issuer shall notify the Trustee in writing of the name and address of Company may enter into an appropriate agency agreement with any Registrar or Paying Agent 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 of the name and address of any such agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefore pursuant to Section 7.07. The Issuer Company or any of its Wholly Owned Subsidiaries that is not a Foreign Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) may remove any Registrar or Paying Agent upon written notice to act as Depositary with respect such Registrar or Paying Agent and to the Global Notes. The Issuer initially appoints Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar and Transfer or Paying Agent for until the Notesappointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.09.

Registrar and Paying Agent. The Issuer Issuers shall maintain 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 in the Borough where Securities of Manhattan, City of New York, where Notes such Series may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or for exchange (“Transfer Agent”the "Registrar") and an office or agency in the Borough where Securities of Manhattan, City of New York, where Notes such Series may be presented for payment (“the "Paying Agent”"). The Registrar shall keep a register with respect to each Series of the Notes (“Note Register”) Securities and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents co- registrars and one or more additional paying agents. The term “"Paying Agent" includes any additional paying agent and the term "Registrar” " includes any co-registrar, registrars. The Issuers hereby appoint the term “Transfer Agent” includes any co-transfer agent Trustee as Registrar and the term “Paying Agent for each Series of Securities unless another Registrar or Paying Agent” includes , as the case may be, is appointed prior to the time Securities of that Series are first issued. The Issuers shall enter into an appropriate agency agreement with any additional paying Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Issuers or any of its their domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) Issuers may remove any Registrar or Paying Agent upon written notice to act as Depositary with respect such Registrar or Paying Agent and to the Global Notes. The Issuer initially appoints Trustee; provided, however, that no such removal shall become effective until (1) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar and Transfer or Paying Agent for until the Notesappointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Registrar or Paying Agent only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), an office or agency in (b) Notes may, subject to Section 2 of the Borough of ManhattanNotes, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented surrendered for payment (“Paying Agent”)) and (c) notices and demands to or upon the Issuers in respect of the Notes and this Indenture (other than notices and demands of the type contemplated by ‎Section 13.09 of this Indenture) may be served. The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of the obligation to maintain or cause to be maintained an office or agency for such purposes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles ‎3 and ‎9 and Sections ‎‎4.07 and ‎‎4.11, neither the Issuers nor any Affiliate of the Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers, upon written notice to the Trustee, may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agentsPaying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer may change any Issuers initially appoints the Trustee as Registrar and Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long until such time as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar Trustee has resigned or transfer agenta successor has been appointed. The Issuer Issuers shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuers shall notify the Trustee in writing, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Company may have one or more co-registrars. The term “Note Registrar” includes any co-registrars. The Company shall also maintain an office or agency in agent within the Borough of Manhattan, City of New York, United States where Notes may be presented for registration (“Registrar”)payment; provided, an office however, that at the option of the Company, payment of interest on a Note may be made by wire transfer of immediately available funds to the account designated to the Company by the Person entitled thereto or agency by check mailed to the address of the Person entitled thereto as such address shall appear in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)Note Register. The Registrar shall keep a register of Company initially appoints the Notes (Trustee as “Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentin connection with the Notes until such time as it has resigned or a successor has been appointed. The Issuer Company may change any the Paying Agent, Transfer Agent or Note Registrar for any series of Notes without prior notice to any Holder the Holders of Notes. So long as the Notes are listed on The Company may enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Note Registrar or Paying Agent not a party to this Indenture. Any such exchange in connection with any change agency agreement shall implement the provisions of paying agent, registrar or transfer this Indenture that relate to such agent. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuer Company or any wholly-owned Domestic Subsidiary of its Subsidiaries the Company may act as Paying AgentAgent (except for purposes of Section 1103 or Section 1205) or, Transfer Agent Note Registrar or Registrartransfer agent. Upon surrender for transfer of any Note at the office or agency of the Company (or, in the case of the Initial Notes prior to the Effective Date, the Issuers) in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Company (or, in the case of the Initial Notes prior to the Effective Date, the Issuers) shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so 72 surrendered for exchange, the Company (or, in the case of the Initial Notes prior to the Effective Date, the Issuers) shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be (i) issued in registered form and the registered holder of a Note will be treated as the owner of such Note for all purposes and (ii) the valid obligations of the Company (or, in the case of the Initial Notes prior to the Effective Date, the Issuers), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Issuer initially appoints The Depository Trust Company shall not be required (“DTC”i) to act as Depositary with respect issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (ii) to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent transfer or exchange any Note so selected for the Notesredemption (or purchase) in whole or in part.

Registrar and Paying Agent. The Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where 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 Notes (“Note Register”) 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 Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. 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, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer 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 provisions of the TIA. The agreement shall implement the provisions of this Indenture and the Notes that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, Transfer Agent or Registrarfails 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. 17 Table of Contents The Issuer initially appoints The Depository Trust Company (“DTC”) Deutsche Bank Aktiengesellschaft to act as Depositary the paying agent (together with respect to its successor in such capacity, the Global Notes. The Issuer initially appoints “Paying Agent”) and the Trustee to act as Custodian with respect 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 BGL BNP Paribas Société Anonyme, or such other Person located in Luxembourg and reasonably acceptable to the Global Notes. The Issuer initially appoints U.S. Bank National Association Trustee (reasonableness to act be determined objectively), as the Luxembourg paying and transfer agent (together with its successor in such capacity, the “Luxembourg Paying Agent, Registrar and Transfer Agent for the Notes”).

Registrar and Paying Agent. The Issuer shall will maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall will keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer shall will 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, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer Company or any of its the Company’s Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company has entered into a letter of representations with DTC in the form provided by DTC, and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures. The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent (at its office indicated in the definition of Corporate Trust Office of the Trustee in Section 1.01 hereof) and to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association Company shall be responsible for making calculations called for under the Notes and this Indenture, including but not limited to act as the Paying Agentdetermination of interest, Registrar additional interest, redemption price, Applicable Premium, premium, if any, and Transfer Agent for 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 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 written request of such Holder.

Registrar and Paying Agent. The Issuer shall will maintain an office offices or agency in the Borough of Manhattan, City of New York, agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office offices or agency in the Borough of Manhattan, City of New York, agencies where Notes may be presented for payment (each, a “Paying Agent”). The Registrar shall Registrar, acting as agent of the Issuer solely for this purpose, will keep a register reflecting ownership of definitive registered notes (the Notes (“Note RegisterDefinitive Registered Notes”) outstanding from time to time and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer shall will notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee Trustee, acting as agent of the Issuer solely for this purpose, shall act as such. The Issuer or any of its Subsidiaries Subsidiaries, acting as agent of the Issuer solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) Euroclear and Clearstream to act as a Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee Deutsche Bank AG, London Branch to act as Custodian Paying Agent and initially appoints Deutsche Bank Luxembourg S.A. to act as the Registrar, the transfer agent (in such capacity, together with its successors in such capacity, the “Transfer Agent”) and the Common Depositary with respect to the Global Notes. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. Upon demand by the Issuer and for the purpose of any corporate action to be taken in respect of the Notes, the Registrar shall (at the expense of the Issuer) send a copy of the Register reflecting ownership of Definitive Registered Notes outstanding from time to time maintained by it to the Issuer and the Issuer shall keep such copy of the Register at its registered office. The Issuer initially appoints U.S. Bank National Association shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent; provided, however, that in no event may the Issuer appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. For so long as the Notes are listed on the Irish Stock Exchange and admitted for trading on its Global Exchange Market and the rules of the Irish Stock Exchange so require, the Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent for in a daily newspaper having a general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange (xxx.xxx.xx) and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal will be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar and Paying Agent. The Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment 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 Notes (“Note Register”) 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 Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. 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, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer Issuer, the Company or any of its Subsidiaries may act as Paying Agent, Transfer Agent or RegistrarRegistrar to the extent permitted under applicable laws or regulations. The Issuer initially appoints 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 Depository Trust Company (“DTC”) Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture and the Notes that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer 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 NotesSection 7.7 hereof. The Issuer initially appoints the Trustee to act as Custodian the Registrar and Paying Agent. 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 Trustee (reasonableness to be determined objectively), as the Luxembourg paying and transfer agent (together with its successor in such capacity, the “Luxembourg Paying Agent”). The Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.-21-

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”)registration, an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer AgentRegistrar”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“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 Issuer 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 transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Company may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer Either the Company or any of its the Company’s Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer Company initially appoints the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association Company has entered into a letter representations with the DTC in the form provided by DTC and the Trustee and each Agent are hereby authorized to act as in accordance with such letter and the Paying AgentApplicable Procedures. The Company shall be responsible for making calculations called for under the Notes and this Indenture, Registrar including but not limited to determination of interest, additional interest, redemption price, Applicable Premium, premium, if any, and Transfer Agent for 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 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 Holder.

Registrar and Paying Agent. The Issuer Issuers shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”), ) and (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, United States where Notes may be presented for payment (“Paying Agent”). The Issuers may elect to maintain a Paying Agent in a member state of the European Union; provided that the Issuers may not elect to maintain a paying agent in any European Union member state if the maintenance of the Paying Agent in such member state requires or permits the withholding or deduction of tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange and, upon written request from the Issuers, the Registrar shall provide the Issuers with a copy of such register to enable them to maintain a register of the Notes at their registered offices. The Issuer Issuers may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer Issuers may change any Paying Agent, Transfer Agent Registrar or Registrar co-registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer Issuers shall notify the Trustee in writing and the Trustee shall notify the Holders of the name and address of any Agent not a party to this Indenture. The Issuers or any of their Subsidiaries may act as Paying Agent, Registrar or co-registrar. The Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions hereof that relate to such Agent. The Issuers shall notify the Trustee in writing of the name and address of any such Agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent 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 7.6. The Issuer or any of its Subsidiaries may act Issuers initially appoint the Trustee as Registrar, Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) and to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Notes Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of NotesHolder. So long as the any series of Notes are is listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Deutsche Bank National Association Trust Company Americas to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer Company shall maintain maintain, with respect to each Series of Notes, an office or agency in the Borough of Manhattan, City of New York, where such Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where such Notes may be presented for purchase or payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Company may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” Agent includes any additional paying agent. The Issuer may change Company shall enter into an appropriate agency agreement with respect to each Series of Notes with any Registrar, Paying Agent, Transfer Agent or Registrar without prior notice co-registrar. The agreement shall implement the provisions of this Indenture that relate to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Company 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, Transfer Agent or Paying Agent, the Trustee shall act as suchsuch agent. The Issuer Company or any Subsidiary or an Affiliate of its Subsidiaries either of them may act as Paying Agent, Transfer Agent Registrar or Registrarco-registrar. The Issuer Company initially appoints The Depository Trust Company (“DTC”) to act will serve as Depositary the Registrar and Paying Agent in connection with respect to the Global such Notes. The Issuer initially appoints ; provided, however, that upon an Event of Default or a default that remains uncured or unwaived for 30 days, the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as may, at its discretion, become the Paying Agent, the Registrar or both. The Company shall promptly notify the Trustee in writing of any change to the Registrar or Paying Agent of the Notes. The Company or its agent shall be solely responsible for making all payments of principal and Transfer interest hereunder and the Trustee shall be entitled to rely upon the information of outstanding balances on the Notes and any information provided by the Company on payment of principal and interest without further investigation. Within thirty (30) days after the end of each fiscal quarter, the Paying Agent shall deliver to the Trustee a written report identifying, as of the date of such report, (i) the Principal Amount and accrued interest of each Note, (ii) all CM Loan Payments received by the Paying Agent, (iii) all CM Loan Net Payments paid to the Holders, (iv) name and contact information for each of the Holders, (v) issue and maturity dates of each Note and such other information as reasonably requested by the Trustee from time to time in order for the NotesTrustee to determine the Principal Amount and accrued interest of each Note.

Registrar and Paying Agent. The Issuer Company shall maintain -------------------------- maintain, pursuant to Section 4.02 hereof, an office or agency in where the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“the "Registrar”"), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“the "Paying Agent”). The Registrar shall keep a register ") and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall cause to be kept at such office a register (“the "Note Register”") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of their transfer and exchangetransfers of Notes entitled to be registered or transferred as provided herein. The Issuer may appoint one or more co-registrarsTrustee, one or more co-transfer agents at its Corporate Trust Office, is initially appointed Registrar for the purpose of registering Notes and one or more additional paying agentstransfers of Notes as herein provided. The term “Company may, upon written notice to the Trustee, change the designation of the Trustee as Registrar and appoint another Person to act as Registrar for purposes of this Indenture. If any Person other than the Trustee acts as Registrar” includes any co-registrar, the term “Transfer Agent” includes Trustee shall have the right at any co-transfer agent time, upon reasonable notice, to inspect or examine the Note Register and to make such inquiries of the term “Paying Agent” includes any additional paying agentRegistrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Company shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required Person designated by such exchange in connection with any change of paying agent, registrar the Company as Registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Paying Agent that is not a party to this Indenture, which agreement shall incorporate the provisions of the Trust Indenture Act and shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent. Prior to the designation of any such Person, the Company shall, by written notice (which notice shall include the name and address of such Person), inform the Trustee of such designation. The Company initially appoints the Trustee, at its Corporate Trust Office, as Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuer Subject to Section 2.06 hereof, upon surrender for registration of transfer of any Note at an office or agency of the Company designated for such purpose, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Initial Notes or Exchange Notes, as the case may be, of any authorized denomination or denominations, of its Subsidiaries may act like tenor and aggregate principal amount, all as Paying Agentrequested by the transferor. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, Transfer Agent the Trustee or the Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect be duly endorsed, or be accompanied by a duly executed instrument of transfer in form satisfactory to the Global Notes. The Issuer initially appoints Company, the Trustee to act as Custodian with respect to and the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as Registrar, by the Paying Agent, Registrar and Transfer Agent for the NotesHolder thereof or such Holder's attorney duly authorized in writing.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office one or agency in the Borough of Manhattanmore registrars (each, City of New York, where Notes may be presented for registration (a “Registrar”)) for so long as the Notes are listed on the official list of the Irish Stock Exchange and admitted for trading on the Global Exchange Market and the rules of the Irish Stock Exchange so require. The Issuers will also maintain a transfer agent. The initial Registrar will be, an office or agency in and the Borough of ManhattanIssuers hereby appoint as Registrar, City The Bank of New York, where York Mellon (Luxembourg) S.A. The initial transfer agent with respect to the Euro Notes may will be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City The Bank of New York, where York Mellon (Luxembourg) S.A. and the initial transfer agent with respect to the Dollar Notes may will be presented for payment The Bank of New York Mellon (“Paying Agent”). Luxembourg) S.A. The Registrar shall keep a register of the Notes (“Note Register”) on behalf of the Issuers for so long as the Notes remain outstanding reflecting ownership of Notes outstanding from time to time and of their transfer and exchangeexchange (the “Notes Register”) and, upon written request from either of the Issuers, the Registrar shall provide the Issuers with a copy of the Notes Register to enable them to maintain a register of the Notes at their registered offices. In accordance with the Luxembourg law of August 10, 1915 on commercial companies (as amended), the Company will maintain a register of Notes at its registered office. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The Paying Agents will make payments on, and the transfer agents will facilitate transfer of, Notes on behalf of the Issuers. In the event that the Notes are no longer listed, the Issuers or their agent will maintain a register reflecting ownership of the Notes. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, . The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying provisions of this Indenture that relate to such agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Any Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent Registrar or Registrartransfer agent. The Issuer Issuers initially appoints appoint The Depository Trust Company (“DTC”) to act Bank of New York Mellon acting through its London Branch as Depositary with respect to Paying Agent for the Global Euro Notes. The Issuer Issuers initially appoints appoint The Bank of New York Mellon as Paying Agent for the Trustee to act as Custodian with respect to the Global Dollar Notes. The Issuer initially appoints U.S. Bank National Association Issuers may change any Registrar, Paying Agent or transfer agent without prior notice to act the Holders, but the Issuers shall provide 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 Issuers 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, Euroclear or Clearstream procedures, as applicable, 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 Registrar or Paying Agent may resign at any time upon written notice to the Issuers and Transfer the Trustee. In addition, if and so long as the Notes are listed on the Irish Stock Exchange and the rules of such exchange so require, the Issuers will publish a notice of any such change in a newspaper having a general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange (xxx.xxx.xx). In addition, the Issuers undertake that they will ensure that they maintain a Paying Agent for in a Member State of the NotesEuropean Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the European Council of Economics and Finance Ministers (“ECOFIN”) meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register with respect to each Series of the Notes (“Note Register”) and of their transfer and exchange. The Issuer registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Company may appoint one or more co-registrars, registrars (provided that there shall be only one or more co-transfer agents register) and one or more additional paying agentsagents or change the office of such Registrar or Paying Agent. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Company may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder Holder; however, the Company shall maintain a Paying Agent in each place of Notes. So long as payment for the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agenteach Series. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer Company or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association Company 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 act as the Trustee when requested by the Trustee in writing, 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 Holder. In acting hereunder and in connection with the Notes, the Paying Agent, Agent and the Registrar shall act solely as agent of the Company and Transfer Agent will not assume any fiduciary duty or other obligation towards or relationship of agency or trust for or with any of the owners or Holders of the Notes.

Registrar and Paying Agent. The Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”), ) and (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“to a Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) 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 Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. 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, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. 16 The Issuer initially appoints 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 Depository Trust Company (“DTC”) Issuer shall enter into an appropriate agency agreement with any Agent not a party to 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 Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer 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 NotesSection 7.7 hereof. The Issuer initially appoints the Trustee to act as Custodian the Registrar and Paying Agent. If and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so require, the Issuer shall appoint Fortis Bank, or such other Person located in Luxembourg and reasonably acceptable to the Trustee (reasonableness to be determined objectively), as an additional paying agent (“Luxembourg Paying Agent”). The Issuer initially appoints DTC to act as the Depositary with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer Issuers shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on Issuers shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent 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 exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Company or any of its Subsidiaries Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect If a Holder has given wire transfer instructions to the Global NotesIssuers, the Issuers will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions until given written notice to the contrary. All other payments on the Notes will be made at the Corporate Trust Office of the Trustee in the City of New York, unless the Issuers elect to make interest payments by checks mailed to the Holders at their addresses set forth in the register of Holders. The Issuer Issuers initially appoints appoint the Trustee to act as Custodian Registrar and Paying Agent in connection with respect the Notes at its offices indicated in the definition of Corporate Trust Office of the Trustee in Section 1.01. The Issuers may change the Paying Agent or Registrar without prior notice to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the NotesNoteholders.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent 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 exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its Subsidiaries Guarantor may act as Paying Agent, Transfer Agent Registrar or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notestransfer agent. The Issuer initially appoints the Trustee to act as Custodian with respect to Registrar and Paying Agent for the Global Notes. The Issuer initially appoints U.S. Bank National Association may change any Registrar or Paying Agent without prior notice to act the Holders, 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 Issuer and such successor Registrar or 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 Issuer and Transfer Agent for the Notes.Trustee

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Corporate Trust Office shall be considered as one such office or agency of the Issuer for each of the aforesaid purposes. The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The Issuer initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the Notes, (ii) the custodian with respect to the Global Notes and (iii) Exchange Agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefore pursuant to Section 7.07. The Issuer Company or any of its Wholly Owned Subsidiaries (including the Issuer) that is not a Foreign Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) may remove any Registrar or Paying Agent upon written notice to act as Depositary with respect such Registrar or Paying Agent and to the Global Notes. The Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar and Transfer or Paying Agent for until the Notesappointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.09.

Registrar and Paying Agent. The Issuer shall maintain an office one or agency in the Borough of Manhattan, City of New York, more offices or agencies where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent 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 exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer or any of its Subsidiaries Guarantor may act as Paying Agent, Transfer Agent Registrar or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notestransfer agent. The Issuer initially appoints the Trustee to act as Custodian with respect to Registrar and Paying Agent for the Global Notes. The Issuer initially appoints U.S. Bank National Association may change any Registrar or Paying Agent without prior notice to act the Holders, 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 Issuer and such successor Registrar or 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 Issuer and Transfer Agent for the Trustee. If Additional Interest is payable on the Notes, the Issuer shall provide an Officer’s Certificate to the Trustee on or before the record date for each Interest Payment Date such Additional Interest is payable setting forth the amount of such Additional Interest in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Issuer relating to Additional Interest to any Holder upon request. The Issuer will be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Issuer 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 Issuer’s calculations without independent verification.

Registrar and Paying Agent. The Issuer Issuers shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), ) and (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Issuers may appoint one or more co-registrars, one or more co-transfer additional paying agents and one or more additional paying transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agentagents. The Issuer Issuers shall maintain a Registrar and Paying Agent in the Borough of Manhattan, the City of New York, the State of New York. The Issuers initially appoint the Trustee as Registrar and Paying Agent in connection with the Notes. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder Holder. The Issuers may remove any Agent upon written notice to such Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of Notesan appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor in accordance with clause (i). So long as Any Agent may resign at any time upon written notice to the Notes are listed on an exchange Issuers and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentTrustee. The Issuer Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee shall shall, to the extent that it is capable, act as such. The Issuer Issuers or any of its the Restricted Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer Issuers initially appoints The Depository Trust Company (“DTC”) appoint DTC to act as Depositary Depository with respect to the Global Notes representing the Notes. The Issuer initially appoints If any Notes are listed on an exchange and the Trustee rules of such exchange so require, the Issuers shall satisfy any requirement of such exchange as to act as Custodian paying agents, registrars and transfer agents and will comply with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agentany notice requirements required under such exchange in connection with any change of paying agent, Registrar and Transfer Agent for the Notesregistrar or transfer agent.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and ), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of NotesHolder. So long as the any series of Notes are is listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. 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, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association the Trustee to act as the Paying Agent, Registrar and Transfer Agent for the Notes.

Registrar and Paying Agent. The Issuer shall maintain maintain, pursuant to Clause 4.2 hereof, an office or agency in where the Borough of Manhattan, City of New York, where Notes may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer shall cause to be kept at such office a register (the register maintained in such office being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes entitled to be registered or transferred as provided herein. The Trustee, at its Corporate Trust Office, is initially appointed "Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may, upon written notice to the Trustee, change the designation of the Trustee as Registrar and appoint another Person (other than the Issuer, the Guarantor or any of their Affiliates) to act as Registrar for purposes of this Indenture. If any Person other than the Trustee acts as Registrar, the Trustee shall have the right at any time, upon reasonable notice, to inspect or examine the Security Register and to make such inquiries of the Registrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. The Trustee is initially appointed Paying Agent. The Issuer may, upon written notice to the Trustee, change the designation of the Trustee as Paying Agent, appoint another Person (other than the Issuer, the Guarantor or any of their Affiliates) to act as Paying Agent and thereafter change the designation of such Person as Paying Agent, appoint one or more co-registrarssupplemental Paying Agents (other than the Issuer, one the Guarantor or more co-transfer agents any of their Affiliates) (whose appointment may be terminated by the Issuer upon notice to the Trustee), and one approve (subject to Clause 4.2) any change in the specified office through which any Paying Agent acts. Notice of any termination or more additional paying agentsappointment of any Paying Agent shall be given to the Holders of the Notes in accordance with Clause 11.2 hereof. The term “Registrar” includes Registrar and Paying Agent may resign at any co-registrar, time by giving 30 days prior written notice thereof to the term “Transfer Agent” includes any co-transfer agent Trustee and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentIssuer. The Issuer shall notify enter into an appropriate agency agreement with any Person designated by the Trustee in writing Issuer as Registrar or Paying Agent that is not appointed pursuant to this Indenture, which agreement shall incorporate the provisions of the Trust Indenture Act and shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent. Prior to the designation of any such Person, the Issuer shall, by written notice (which notice shall include the name and address of any Agent not a party to this Indenturesuch Person), inform the Trustee of such designation. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. Notwithstanding any other provision hereof, the Issuer shall at all times maintain a Paying Agent and an office or agency where the Notes may be presented for registration of transfer or exchange in the Borough of Manhattan, The Issuer or any City of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the NotesNew York.

Registrar and Paying Agent. The Issuer shall will maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Registrar shall will keep a register of the Notes (“Note Notes Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of NotesHolder. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall will 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, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries Subsidiary may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) DTC to act as Depositary depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Agent are hereby authorized to act as in accordance with such letter and the Paying AgentApplicable Procedures. The Issuer shall be responsible for making calculations called for under the Notes and this Indenture, Registrar including but not limited to determination of interest, redemption price, Applicable Premium, if any, and Transfer Agent for any additional amounts or other amounts payable on the Notes. The Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Issuer 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 Issuer’s calculations without independent verification. The Trustee shall forward the Issuer’s calculations to any Holder of the Notes upon the written request of such Holder. Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. If Additional Interest is payable on the Notes, the Issuer shall provide an Officers’ Certificate to the Trustee on or before the record date for each Interest Payment Date such Additional Interest is payable setting forth the accrual period and the amount of such Additional Interest in reasonable detail. The Trustee may provide a copy of such Officers’ Certificate or other notice received from the Issuer relating to Additional Interest to any Holder upon written request. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the particulars of such payment.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“RegistrarREGISTRAR”), an office or agency in the Borough of Manhattan, City of New York, where (b) Notes may be presented or surrendered for transfer or exchange payment (the “Transfer AgentPAYING AGENT”) and an office or agency (c) notices and demands in respect of the Borough of Manhattan, City of New York, where Notes and this Indenture may be presented for payment (“Paying Agent”)served. The Registrar shall keep a register or registers of the Notes (“Note Register”) and of their transfer and exchange. The Issuer Company, upon notice to the Trustee, may appoint one or more co-registrars, one or more co-transfer agents Registrars and one or more additional paying agentsPaying Agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer Except as provided herein, the Company or any Subsidiary may change any act as Paying Agent, Transfer Registrar or co-Registrar. The Company shall enter into an appropriate agency agreement with any Agent or Registrar without prior notice not a party to any Holder of Notes. So long as the Notes are listed on an exchange this Indenture and the rules agreement shall implement the provisions of this Indenture that relate to such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents Agent and shall comply with any notice requirements required by incorporate the provisions of the TIA. Without limiting the foregoing, each such exchange in connection with any change agreement appointing a Paying Agent must contain provisions substantially to the effect of paying agent, registrar or transfer agentSection 2.06 hereof. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch Agent. If the Issuer Company fails to appoint maintain a Registrar or maintain another entity as Registrar, Transfer Paying Agent or Paying Agentfails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company Registrar shall keep a register (the “DTCREGISTER”) of the Definitive Registered Notes and of their transfer and exchange. Any notice to act be given under this Indenture or under the Notes by the Trustee or the Company to Noteholders shall be mailed by first class mail to each Holder of Definitive Registered Notes at its address as Depositary with respect it appears at the time of such mailing in the Register, and to the Holders of the Global Notes. The Issuer initially appoints Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Registrar or co-Registrar, and/or agent for service of notice and demands. If, at any time, the Trustee to act as Custodian with respect is not the Registrar, the Registrar shall make available to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act Trustee on or before each Interest Payment Date and at such other times as the Paying AgentTrustee may reasonably request, Registrar the names and Transfer Agent for addresses of the NotesHolders as they appear in the Register.

Registrar and Paying Agent. The Issuer Company shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”), ) and (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Paying Agent shall be responsible for paying sums due on the Notes and arranging on behalf of and at the expense of the Company for notices to be communicated to Holders in accordance with the terms of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange and facilitate any transfers or exchanges of Notes or beneficial interests in the Global Notes. The Issuer Company may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer Company may change any Paying Agent, Transfer Agent Registrar or Registrar co-registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agenta Note. The Issuer 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 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. The agreement shall implement the provisions hereof that relate to such Agent. The Company shall notify the Trustee and the Agents in writing of the name and address of any such Agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent 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 7.6. The Issuer or Notwithstanding anything to the contrary herein, if in the Paying Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its Subsidiaries may act as Paying Agentroles, Transfer Agent duties or Registrarobligations created hereunder or under any other agreement to a third party, the Company hereby acknowledges the potential for, and acquiesces to, such delegation. The Issuer initially appoints The Depository Trust Paying Agent acknowledges that in the absence of any contractual right of action between the Company (“DTC”) and the Person to whom such delegation is made, the Paying Agent shall be liable for any acts or omissions committed by such Person, to the same extent as it would have been liable hereunder had it performed such acts or omissions itself. Euroclear and Clearstream have appointed Deutsche Bank AG, London Branch to act as Common Depositary with respect to the Notes and Deutsche Bank AG, London Branch has accepted such appointment. In the event that Definitive Notes are issued (and no Global Notes. The Issuer initially appoints Notes remain outstanding) and the Trustee Paying Agent informs the Company that it is unable to act as Custodian with respect perform its obligations under this Indenture, the Company shall forthwith appoint an additional agent who shall provide written notice of such to the Global NotesTrustee. The Issuer initially appoints U.S. Bank National Association Such additional Agent shall become the Paying Agent hereunder upon written acceptance of the duties and obligations set forth herein. Subject to act as the payment by the Company to the Paying Agent of any fees, costs, expenses or other obligations owed and outstanding to the Paying Agent, Registrar the costs and Transfer expenses (including its counsels’ fees and expenses) incurred by the additional Agent for in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the additional Agent, the Paying Agent shall deliver any funds then held hereunder to the additional Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.6. The Paying Agent shall collect all forms from the relevant Depositary that are required to exempt payments under the Notes from United States federal income tax withholding. In connection therewith, the Paying Agent shall provide the Company with a properly completed Internal Revenue Service Form W-8IMY, and the aforementioned forms shall provide that the Paying Agent is acting in its capacity as intermediary with respect to all payments made under any Notes.

Registrar and Paying Agent. The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (the “Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”)payment. The Registrar, which shall initially be the Trustee (in such capacity, the “Registrar”) (it being understood that, in acting hereunder and in connection with the Notes, the Registrar shall act solely as agent of the Company and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder), shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on shall enter into an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply appropriate agency agreement with any notice requirements required by Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.6. The Issuer or any of its Subsidiaries Guarantor may act as Paying Agent, Registrar or Transfer Agent or RegistrarAgent. The Issuer initially appoints The Depository Trust Company (“DTC”) DTC to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to Registrar and Paying Agent for the Global Notes. The Issuer initially appoints U.S. Bank National Association may change any Registrar or Paying Agent without prior notice to act the Holders, 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 Issuer 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) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and Transfer Agent for the NotesTrustee.

Registrar and Paying Agent. The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for registration (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or for exchange (“Transfer Agent”the "Registrar") and an office or agency in the Borough of Manhattan, City of New York, where Notes Securities may be presented for payment (“the "Paying Agent”"). Initially, the Registrar and the Paying Agent shall be, in each case, the Trustee. The Registrar shall keep a register of the Notes (“Note Register”) Securities and of their transfer and exchange. The Issuer Registrar may appoint require a Securityholder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange (i) any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) for a period beginning 15 days before a selection of Securities to be redeemed and ending on the date of such selection or (ii) any Securities for a period beginning 15 days before an Interest Payment Date and ending on such Interest Payment Date. The Company may have one or more coCompany-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” "Paying Agent" includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any such additional paying agent. The Issuer may change In the event the Company shall retain any Person not a party to this Indenture as an agent hereunder, the Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Transfer Agent or Registrar without prior notice Company-registrar not a party to any Holder this Indenture, which shall incorporate the terms of Notesthe TIA. So long as The agreement shall implement the Notes are listed on an exchange and the rules provisions of this Indenture that relate to such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indentureeach such agent. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent 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 Issuer Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer Company initially appoints The Depository Trust Company (“DTC”) DTC to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act registered Holder of a Security may be treated as the Paying Agent, Registrar and Transfer Agent owner of it for the Notesall purposes.

Registrar and Paying Agent. The Issuer Company shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”), ) and (ii) an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“Paying Agent”). The Paying Agent shall be responsible for paying sums due on the Notes and arranging on behalf of and at the expense of the Company for notices to be communicated to Holders in accordance with the terms of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange and facilitate any transfers or exchanges of Notes or beneficial interests in the Global Notes. No transfer may be effected unless the Note is surrendered to the Registrar and either (i) the Registrar reissues the surrendered Note to the Transferee Holder or (ii) the Registrar issues a new Note to the Transferee Holder. The Issuer Company may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent. The Issuer Company may change any Paying Agent, Transfer Agent Registrar or Registrar co-registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agenta Note. The Issuer 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. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries Company may act as Paying Agent, Transfer Agent Registrar or Registrarco-registrar. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions hereof that relate to such Agent. The Company shall notify the Trustee and the Agents 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 Company shall direct the Trustee to act as such, and shall be entitled to appropriate compensation in accordance with Section 7.6. Notwithstanding anything to the contrary herein, if in the Paying Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations created hereunder or under any other agreement to a third party, the Company hereby acknowledges the potential for, and acquiesces to, such delegation. The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to each Global Note. Initially, each Global Note shall be issued to the Global Notes. Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. The Issuer Company initially appoints the Trustee to act as Custodian the Paying Agent and Registrar for the Notes and to act as custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association In the event that Definitive Notes are issued (and no Global Notes remain outstanding) and the Paying Agent informs the Company that it is unable to act as perform its obligations under this Indenture, the Company shall forthwith appoint an additional agent who shall provide written notice of such to the Trustee. Such additional Agent shall become the Paying Agent hereunder upon written acceptance of the duties and obligations set forth herein. Subject to the payment by the Company to the Paying Agent of any fees, costs, expenses or other obligations owed and outstanding to the Paying Agent, Registrar the costs and Transfer expenses (including its counsels’ fees and expenses) incurred by the additional Agent for in connection with such proceeding shall be paid by the Notes.Company. Upon receipt of the identity of the additional Agent, the Paying Agent shall deliver any funds then held hereunder to the additional Agent. Upon its resignation 21

Registrar and Paying Agent. The Issuer shall will maintain in each Place of Payment for Securities of any series an office or agency in the Borough of Manhattan, City of New York, where Notes such Securities may be presented for registration of transfer, exchange, conversion, redemption or as may be otherwise contemplated by this Indenture (“Registrar”), an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes such Securities may be presented for payment (“Paying Agent”). The Registrar shall will keep a register of the Notes (“Note Register”) Securities of that series and of their transfer and exchange. The Issuer may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder of Notes. So long as the Notes are listed on an exchange and the rules of such exchange so require, the Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agentHolder. The Issuer shall will 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, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. Where the Trustee is the Registrar and another Registrar is appointed by the Issuer, the Trustee shall provide a list of Holders certified as of the date the list is provided to the new Registrar. Where the Trustee is not the Registrar, if and when the Trustee is required to take any action on behalf of or instruction from a Holder, the Trustee shall be entitled to rely upon the most recent certified list of Holders provided by the Registrar in accordance with Section 7.02. The Issuer initially appoints The Depository Trust Company (“DTC”) CDS to act as Depositary Depository and Custodian with respect to the Global NotesSecurities. The Issuer initially appoints the Trustee to act as Custodian the Registrar and Paying Agent with respect to the Global NotesSecurities. The Issuer initially appoints U.S. Bank National Association to act as If the Trustee is not the Paying Agent, then the Paying Agent shall confirm payment of any principal or interest to the Trustee in writing on the date of such payment. If the Trustee is not the Registrar, the Trustee shall receive written and electronic confirmation from the Registrar and Transfer Agent for of any conversions, transfers, exchanges, redemptions (partial or full) as soon as practicable, but not later than 2 Business Days after the Noteschange has occurred.

Registrar and Paying Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for registration of transfer or for exchange (“"Registrar”), an ") and at least one office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for transfer or exchange (“Transfer Agent”) and an office or agency in the Borough of Manhattan, City of New York, where Notes may be presented for payment (“"Paying Agent”)") including an office or agency for such purposes in the City of New York, which shall initially be the Corporate Trust Office of the Trustee. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange ("Note Register"). The Issuer may appoint one or more co-registrars, one or more co-transfer agents co- registrars and one or more additional paying agents. The term “"Registrar” " includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “"Paying Agent” " includes any additional paying agent. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder Holder; provided, however, that no such removal shall become effective until (i) acceptance of Notes. So long an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the Notes are listed on an exchange case may be, and delivered to the Trustee and the rules passage of such exchange so require, 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 Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and shall comply enter into an appropriate agency agreement with any notice requirements required by Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such exchange in connection with any change of paying agent, registrar or transfer agentAgent. 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, Transfer Agent Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any Affiliate incorporated or organized within the United States of its Subsidiaries America may act as Paying Agent, Transfer Agent (except for purposes of Article VIII) or Registrar. The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the Global Notes. The Issuer initially appoints U.S. Bank National Association to act as the Paying Agent, Registrar and Transfer Agent for the Notes.