Common use of Registrar and Paying Agent Clause in Contracts

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company may have one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Equipment (a) Notes may be presented or surrendered for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment (b) Notes may be presented or surrendered for payment (the "“Paying Agent"), ”) and an office or agency where (c) notices and demands to or upon the Company in respect of the Equipment 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 cause in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Restricted 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Register")exchange. The Company Company, upon notice to the Trustee, may have one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Paying AgentsAgent” includes any additional paying agent. The Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The , which agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee Trustee, in advance, of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Registersuch.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder. At the option of the Company, payment of principal and interest may be made by check mailed to the address of the Holders as such address appears in the Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company Issuer 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 where Equipment Notes Securities of such Series may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities of such Series may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register with respect to each Series of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrars. The Issuer hereby appoints the Trustee as Registrar and Paying Agent for each Series of Securities unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. The Issuer 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 Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company Issuer shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, 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 and/or agent for service of notices and demands for so long as such failure shall continueor Registrar. The Company Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i1) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii2) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i1) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any timetime upon written notice; provided, the Trustee is not the Registrarhowever, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as that the Trustee may reasonably request, resign as Registrar or Paying Agent only if the names and addresses of the Holders Trustee also resigns as they appear Trustee in the Equipment Note Registeraccordance with Section 7.08.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in New York, New York. The Registrar shall keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Securities Register"). The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying AgentsAgent" includes any additional paying agent and the term "Registrar" includes any co-registrar. 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. Any of the Company's Wholly-Owned Subsidiaries organized in the United States may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Issuer shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company Issuer shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer or any Wholly Owned Restricted Subsidiary incorporated or organized within the United States of America may act as Paying Agent, Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueco-registrar or transfer agent. The Company Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the if applicable, acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company Issuer and the Trustee; provided, however, that the Trustee may act resign as Paying Agent, Registrar, and/or agent for service of notice and demandsAgent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08. The Company shall initially act as the Paying Agent. The Company Issuer initially appoints the Trustee as Registrar, Registrar and Paying Agent and authenticating agent. If, at any time, in connection with the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterSecurities.

Registrar and Paying Agent. The Company shall maintain in the continental United States an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"”), and the Company shall maintain in New York, New York an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company initially appoints the Trustee as Registrar and as Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities at its corporate trust office in New York, New York, which, on the date hereof, is located at 000 Xxxxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan and the City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish, or cause to be furnished, to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register. At the option of the Company, payment of interest may be made by check mailed to the address of the Holders as such address appears in the Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 8.07. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company Issuer shall maintain in the continental United States an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture Securities may be servedpresented for payment (the “Paying Agent”). The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company Parent Guarantor or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Issuer 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 Agentagent. The Company Issuer shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand 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, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar for the Securities at its corporate trust office in Dallas, Texas, and as Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities at its corporate trust office in Minneapolis, Minnesota. The Company Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuer and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in New York, New York. The Registrar shall keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent, and the term “Registrar” includes any co-registrar. 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. Any of the Company’s Restricted Subsidiaries organized in the United States may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent without notice to any Holder upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "each, a “Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be servedpresented for payment. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Notes Register"”). The Company Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Issuer 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 Issuer 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 Agentagent. The Company Issuer shall give prompt written notice to notify the Trustee in writing of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer 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 the Registrar and Paying Agent and/or agent for service of notices the Notes and demands for so long as such failure shall continue. The Company the Issuer may remove 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 provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuer and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "each, a “Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or or agent for service of notice notices and demands. The ; provided, however, that neither the Company, any Subsidiary of the Company or any Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Articles Eight or Nine hereof. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities of each series and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided provided, that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Securities of each series held by each Holder.

Registrar and Paying Agent. The Company Issuer shall maintain in the continental United States an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture Securities may be servedpresented for payment (the “Paying Agent”). The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company Issuer or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Issuer 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 Agentagent. The Company Issuer shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand 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, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar for the Securities at its corporate trust office in Dallas, Texas, and as Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities at its corporate trust office in Minneapolis, Minnesota. The Company Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuer and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes of each series may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes of each series and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA ss. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount at maturity of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"”), which Registrar shall constitute a Security Register (as such term is defined in the Original Indenture) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this First Supplemental Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this First Supplemental Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 6.7 of the Original Indenture. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company initially appoints DTC to act as Depositary with respect to the Global Notes. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register (the “Notes Register”) of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Notes Custodian with respect to the Global Notes. The Company may remove any Registrar or Paying Agent upon five Business Days’ prior written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the if applicable, acceptance of an appointment by a successor Agent to such Agent Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agentand the Trustee; provided, Registrarhowever, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as that the Trustee may reasonably request, resign as Paying Agent or Registrar only if the names and addresses of the Holders Trustee also resigns as they appear Trustee in the Equipment Note Registeraccordance with Section 7.08.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------- demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be ----------------- in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more Co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company or any Affiliate of the Company any of them may act as Paying Agent, Registrar or Co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Company shall appoint the Trustee to act as, and the Trustee shall act as as, such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company hereby initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration, registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), and an office or agency where notices and demands to or upon which shall be in the Company in respect Borough of the Equipment Notes and this Indenture may be servedManhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes Registered Securities and of their registration, transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more additional Paying AgentsAgents or transfer agents with respect to any series. The Company 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 Trust Indenture Act that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the name or address of such an Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuesuch. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company or any Affiliate affiliate of the Company may act as Paying Agent, Agent or Registrar, and/or agent for service ; provided that neither the Company nor an affiliate of notice and demands. The the Company shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Securities or the discharge of this Indenture under Article 8. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agentAuthenticating Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before ten days prior to each Interest Payment Date interest payment date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "each, a “Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company Issuer in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and any other jurisdiction where the Issuer deems necessary or appropriate. The Company Issuer shall cause the Registrar acting as agent of the Issuer to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company Issuer may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company Issuer 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 Company Issuer fails to maintain a Registrar, Paying Agent and/or or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or or agent for service of notices and demands for so long as such failure shall continue. The Company Issuer may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer 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 Agent in accordance with clause (i) of this proviso. The Company Issuer, any Subsidiary of the Issuer or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or or agent for service of notice notices and demands; provided, however, that neither the Issuer, any Subsidiary of the Issuer or any Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Notes or the discharge of this Indenture under Article Eight hereof. The Company shall initially act as the Paying Agent. The Company Issuer initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be at the Corporate Trust Office of the Trustee. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder. At the option of the Company, payment of principal and interest may be made by check mailed to the address of the Holders as such address appears in the Security Register. Liquidated damages will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. If liquidated damages are payable on the Notes, the Company shall provide an Officers’ Certificate to the Trustee on or before the Regular Record Date for each Interest Payment Date such liquidated damages are payable setting forth the accrual period and the amount of such liquidated damages in reasonable detail. The Trustee may provide a copy of such Officers’ Certificate or other notice received from the Company relating to liquidated damages to any Holder upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such liquidated damages are payable. If the Company has paid liquidated damages 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 Company FelCor LP shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company FelCor LP in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company FelCor LP shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company FelCor LP may have one or more co-Registrars and one or more additional Paying Agents. The Company FelCor LP 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 that relate to such Agent. The Company FelCor LP 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 Company FelCor LP fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company FelCor LP may remove any Agent upon 30 days prior written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company FelCor LP 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 Agent in accordance with clause (i) of this proviso. The Company Except with respect to Article Eight, FelCor, FelCor LP, any Subsidiary of FelCor or FelCor LP, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company FelCor LP initially appoints the Trustee U.S. Bank National Association as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA ss. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Equipment (a) Notes may be presented or surrendered for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment (b) Notes may be presented or surrendered for payment (the "“Paying Agent"), ”) and an office or agency where (c) notices and demands to or upon the Company in respect of the Equipment 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 cause in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Register")exchange. The Company Company, upon notice to the Trustee, may have one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Paying AgentsAgent” includes any additional paying agent. The Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The , which agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee Trustee, in advance, of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Registersuch.

Registrar and Paying Agent. The Company shall maintain -------------------------- an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes Securities --------- may be presented for payment (the "Paying Agent"), ) and an office or agency where ------------ notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The ----------------- Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective -------- until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any domestically organized Wholly Owned Restricted Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Date regular record date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount at maturity of Securities held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar, co registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York, and the Company initially designates as Registrar and Paying Agent the Trustee acting through The Bank of New York Mellon at 000 Xxxxxxx Xxxxxx, 7 East, New York, NY 10286, Attention: Corporate Trust. The Registrar shall keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueco registrar or transfer agent. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company Issuers shall maintain in New York, New York an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company Issuers may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company 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 terms of the TIA to the extent required. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company Issuers shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails Issuers fail to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers or any of their wholly owned Subsidiaries organized in the United States may act as Paying Agent, Registrar or transfer agent. The Issuers initially appoint the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuers and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuers and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain in New York, New York an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any of its wholly owned Subsidiaries organized in the United States may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be servedpresented for payment. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Notes Register"”). The Company Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Issuer 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 Agentagent. The Company Issuer shall give prompt written notice to notify the Trustee in writing of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints DTC to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Notes. The Company Issuer may remove 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 provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuer and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record 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 request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be servedpresented for payment. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Notes Register"”). The Company may have one or more co‑registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co‑registrar. The Company 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 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 Agentagent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Company initially appoints U.S. Bank National Association as Registrar, Paying Agent and/or agent and Transfer Agent for service of notices and demands for so long as such failure shall continuethe Notes. The Company may remove change any Agent without prior notice to the Holders, but upon written notice to such Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company or Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar. The term "Paying AgentsAgent" includes any additional paying agent. 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Wholly Owned Subsidiary incorporated or organized within the United States of America may act as Paying Agent and/or agent for service of notices or Registrar. The Company initially appoints the Trustee as Registrar and demands for so long as such failure shall continuePaying Agent in connection with the Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided PROVIDED, HOWEVER, that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. (a) The Company shall maintain an office or agency in the United States where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), an ”) and at least one office or agency in the United States where Equipment Notes may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon which shall initially be the Company in respect Corporate Trust Office of the Equipment Notes and this Indenture may be servedTrustee located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55107. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company may have appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying AgentsAgent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by the Depositary’s procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any such Agent and any change in the address of such Agentnot a party to this Indenture. If the Company fails to appoint or maintain a Registrar, another entity as Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice be entitled to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent appropriate compensation therefor pursuant to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this provisoSection 7.07. The Company or any Affiliate incorporated or organized within the United States of the Company America may act as Paying Agent, Agent (except for purposes of Article 8) or Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company Issuers shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company Issuers may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company 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 terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company Issuers shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails Issuers fail to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuebe entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any of its wholly owned Subsidiaries organized in the United States may act as Paying Agent, Registrar or transfer agent. The Issuers initially appoint the Trustee as Registrar and Paying Agent for the Securities. The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuers and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuers and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency in the City of New York where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Transfer Agent") and for the registration of such transfer or exchange (the "Registrar", which term shall include acting in the capacity of Transfer Agent), an office or agency in the City of New York where Equipment Notes Securities may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event any series of Securities is listed on the Luxembourg Stock Exchange, in Luxembourg with respect to such series. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the each, a "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York, in Luxembourg and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company Issuer shall maintain an office one or agency more offices or agencies where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Notes Register"”). The Company Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company shall enter into an appropriate agency agreement with term “Paying Agent” includes any Agent not a party to this Indentureadditional paying agent and the term “Registrar” includes any co-registrar. The agreement Issuer shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in agent, if not the address of such AgentTrustee. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.6. The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Notes. The Company Issuer may remove 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 provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice Issuer and demandsthe Trustee. The Company shall initially act as Issuer will be responsible for making calculations called for under the Paying AgentNotes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company initially appoints Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders and the Trustee. The Issuer will provide a schedule of its calculations to the Trustee as Registrarwhen requested by the Trustee, Paying Agent and authenticating agent. If, at any time, the Trustee is not entitled to rely conclusively on the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses accuracy of the Holders as they appear in the Equipment Note RegisterIssuer’s calculations without independent verification.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or ----------------- more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record 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 request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"”), which Registrar shall constitute a Security Register (as such term is defined in the Original Indenture) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Second Supplemental Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Second Supplemental Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 6.7 of the Original Indenture. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "each, a “Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York, in Luxembourg and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any 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 of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. 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 all Holders and shall otherwise comply with TIA Section 312(a). If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish, or cause to be furnished, to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register. At the option of the Company, payment of interest may be made by check mailed to the address of the Holders as such address appears in the Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more Co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company or any Affiliate of the Company any of them may act as Paying Agent, Registrar or Co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company Issuer shall maintain in the Borough of Manhattan, The New York, New York an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"”). In addition, the Issuer shall appoint and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be servedmaintain at all times a Calculation Agent. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Notes Register"”). The Company Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Issuer shall advise the Calculation Agent in writing prior to any interest payment date of any Additional Interest payable to pursuant to the Registration Rights Agreement. The Issuer 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 Agentagent. The Company Issuer shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Notes. The Company Issuer may remove 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 provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuer and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of 35 29 the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this EXHIBIT 4.17 proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish, or cause to be furnished, to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register. At the option of the Company, payment of interest may be made by check mailed to the address of the Holders as such address appears in the Note Register.

Registrar and Paying Agent. The Company Issuers shall maintain in New York, New York an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company Issuers may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company 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 terms of the TIA to the extent required. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company Issuers shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails Issuers fail to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 6.7. The Issuers or any of their wholly owned Subsidiaries organized in the United States may act as Paying Agent, Registrar or transfer agent; provided that upon any Bankruptcy Event, the Trustee shall serve as Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company Issuers initially appoint DTC to act as depositary with respect to the Global Securities. The Issuers initially appoint the Trustee as Registrar and Paying Agent for the Securities. The Issuers may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuers and such successor Agent and Registrar or Paying Agent, as the case may be, is delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuers and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuecontinue and shall be entitled to compensation therefor pursuant to Section 7.07. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Securities or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or ----------------- more co-Registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The Such agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuenecessary. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record 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 request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain maintain, or cause to be maintained, an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its wholly owned Domestic Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain in the continental United States an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), and the Company shall maintain an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Notes Register"”). The Company or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company initially appoints the Trustee as Registrar and as Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Notes at its corporate trust office, which, on the date hereof, is located at 0 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000-0000. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA ss. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record 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 request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company 29 in respect of the Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event the Securities are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuecontinue and shall be entitled to compensation therefor pursuant to Section 7.07. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Securities or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. 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 and shall otherwise comply with TIA ss.312(a). If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be ----------------- in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount at maturity of Notes held by each Holder.

Registrar and Paying Agent. The Company Obligors shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company Obligors in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company Obligors shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Obligors may have one or more co-Registrars and one or more additional Paying Agents. The Company Obligors 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 that relate to such Agent. The Company Obligors 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 Company fails Obligors fail to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company Obligors may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Obligors 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 Agent in accordance with clause (i) of this proviso. The Company Company, TWT, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall Obligors initially act as the Paying Agent. The Company initially appoints appoint the Trustee as Registrar, Paying Agent Agent, and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA'SS' 312(a). If the Trustee is not the Registrar, the Registrar Obligors shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder. At the option of the Company, payment of principal and interest may be made by check mailed to the address of the Holders as such address appears in the Security Register.

Registrar and Paying Agent. The Company Issuer shall maintain an office one or agency more offices or agencies where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Notes Register"”). The Company Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company shall enter into an appropriate agency agreement with term “Paying Agent” includes any Agent not a party to this Indentureadditional paying agent and the term “Registrar” includes any co-registrar. The agreement Issuer shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in agent, if not the address of such AgentTrustee. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.6. The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Notes. The Company Issuer may remove 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 provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (iiv) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice Issuer and demandsthe Trustee. The Company shall initially act as Issuer will be responsible for making calculations called for under the Paying AgentNotes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company initially appoints Issuer will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders and the Trustee. The Issuer will provide a schedule of its calculations to the Trustee as Registrarwhen requested by the Trustee, Paying Agent and authenticating agent. If, at any time, the Trustee is not entitled to rely conclusively on the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses accuracy of the Holders as they appear in the Equipment Note RegisterIssuer’s calculations without independent verification.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), and . The Company will appoint an office or agency agent for service where notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co-registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement agreement, with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and the relevant terms of this Indenture and shall not be inconsistent with this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Registrar or Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueAgent. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement agreement, entered into by the Company and such successor Agent and delivered to the Trustee Trustee, which shall 30 25 incorporate the terms of the TIA and the relevant terms of this Indenture and shall not be inconsistent with this Indenture or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, RegistrarRegistrar or co-registrar, and/or or agent for service of notice and demands. The Company shall initially act appoints the Trustee as the Registrar and Paying Agent. The Company initially appoints CT Corporation System as the Trustee as Registrar, Paying Agent agent for service of notice and authenticating agentdemands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any 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 of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. 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 all Holders and shall otherwise comply with TIA Section 312(a). If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish, or cause to be furnished, to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Company shall appoint the Trustee to act as, and the Trustee shall act as as, such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.this

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes of each series may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes of each series and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company FelCor LP shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company FelCor LP in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company FelCor LP shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company FelCor LP may have one or more co-Registrars and one or more additional Paying Agents. The Company FelCor LP 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 that relate to such Agent. The Company FelCor LP 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 Company FelCor LP fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company FelCor LP may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company FelCor LP 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 Agent in accordance with clause (i) of this proviso. The Company Except with respect to Article 8, FelCor, FelCor LP, any Subsidiary of FelCor or FelCor LP, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company FelCor LP initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company Issuers shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"”), . The Issuers shall cause each of the Registrar and the Paying Agent to maintain such an office or agency where notices and demands to or upon within the Company in respect of the Equipment Notes and this Indenture may be servedUnited States. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company Issuers may have one registrar and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent. 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 provisions of this Indenture that relate to such Agentagent. The Company Issuers shall give prompt written notice to notify the Trustee in writing of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails Issuers fail to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company, QS Wholesale or any of the Company’s Wholly Owned Subsidiaries that is a Domestic Subsidiary may act as Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueor Registrar. The Company Issuers initially appoint the Trustee as Notes Custodian, Registrar and Paying Agent for the Notes. The Issuers may remove any Notes Custodian, Registrar or Paying Agent upon written notice to such Notes Custodian, Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuers and such successor Agent Notes Custodian, 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 such Notes Custodian, Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Notes Custodian, Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuers and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency in New York City where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency in New York City where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"), Agents”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and in Luxembourg. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Security Register"”). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Securities or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands and Bankers Trust Luxembourg S.A. as Paying Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes -------------------------- Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency --------- where Equipment Notes Securities may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in ----------------- written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any domestically organized Wholly Owned Restricted Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIAss.312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Date regular record date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount at maturity of Securities held by each Holder.

Registrar and Paying Agent. The Company shall maintain in the continental United States an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency in New York, New York where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent and/or agent or Registrar. The Company initially appoints the Trustee as Registrar and Paying Agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the The Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times preserve in as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.current

Registrar and Paying Agent. The Company shall maintain an --------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), Agent and an --------- office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security -------- Register"). The Company may have one or more co-Registrars and one or more -------- additional Paying Agents. The Company shall enter into an appropriate agency agreement with any Agent agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent agent upon written notice to such Agent agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent agent to such Agent agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent agent until the appointment of a successor Agent agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more Co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company or any Affiliate of the Company any of them may act as Paying Agent, Registrar or Co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company FelCor LP shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company FelCor LP in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company FelCor LP shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company FelCor LP may have one or more co-Registrars and one or more additional Paying Agents. The Company FelCor LP 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 that relate to such Agent. The Company FelCor LP 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 Company FelCor LP fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company FelCor LP may remove any Agent upon 30 days prior written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company FelCor LP 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 Agent in accordance with clause (i) of this proviso. The Company Except with respect to Article Eight, FelCor, FelCor LP, any Subsidiary of FelCor or FelCor LP, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company FelCor LP initially appoints the Trustee Deutsche Bank Trust Company Americas as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar. The term “Paying AgentsAgent” includes any additional paying agent. 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Restricted Subsidiaries may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuein connection with the Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record 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 request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency in New York City where Equipment Notes Debentures may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency in New York City and in Frankfurt am Main, Germany where Equipment Notes Debentures may be presented for payment (collectively, the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes Debentures and this Indenture may be served, which shall be in the City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes Debentures and of their transfer and exchange (the "Equipment Note Debenture Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Debentures or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, U.S. Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. The Company also appoints Deutsche Bank as German Paying Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee or German Paying Agent, as the case may be, on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Debenture Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), Agents”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency in New York City where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency in New York City where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, U.S. Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement with any Agent agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent agent upon written notice to such Agent agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent agent to such Agent agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent agent until the appointment of a successor Agent agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be servedpresented for payment. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Notes Register"”). The Company Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Issuer 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 Agentagent. The Company Issuer shall give prompt written notice to notify the Trustee in writing of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Trustee shall have no responsibility or liability for the action or inaction of any Depositary hereunder. The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer 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 the Registrar and Paying Agent and/or agent for service of notices the Notes and demands for so long as such failure shall continue. The Company the Issuer may remove 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 provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuer and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying AgentPAYING AGENT"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note RegisterSECURITIES REGISTER"). The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying AgentsAgent" includes any additional paying agent and the term "Registrar" includes any co-registrar. 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 8.07. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company 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 where Equipment Notes Securities of such Series may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities of such Series may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register with respect to each Series of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrars. The Company hereby appoints the Trustee as Registrar and Paying Agent for each Series of Securities unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. 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 Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Significant Subsidiaries may act as Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueor Registrar. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i1) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii2) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i1) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any timetime upon written notice; provided, the Trustee is not the Registrarhowever, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as that the Trustee may reasonably request, resign as Registrar or Paying Agent only if the names and addresses of the Holders Trustee also resigns as they appear Trustee in the Equipment Note Registeraccordance with Section 7.08.

Registrar and Paying Agent. The Company shall maintain an office or agency in the City of New York where Equipment Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency in the City of New York where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note RegisterNOTE REGISTER"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The ; PROVIDED, HOWEVER, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Equipment Notes of each series may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company Issuer in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company Issuer shall cause the Registrar to keep a register of the Equipment Notes of each series and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Company Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Issuer may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company Issuer 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 Company Issuer fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company Issuer may remove any Agent upon written notice to such Agent and the Trustee; provided PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer 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 Agent in accordance with clause (i) of this proviso. The Company Issuer, any Subsidiary of the Issuer, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company Issuer initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Issuer shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in London (in the case of all Notes other than the Global DTC Notes) in the Borough of Manhattan, The City of New York (in the case of the Global DTC Notes) and, in the event the Notes are included on the Frankfurt over-the-counter market, in Frankfurt. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee (through its London branch, in the case of all Notes other than Global DTC Notes) as Registrar, Paying Agent and authenticating agentagent and the Chase Manhattan Bank London Branch as London Paying Agent. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as -29- 35 Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. 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 and shall otherwise comply with TIA Section 312(a). If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before Trustee, as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying AgentPAYING AGENT"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying AgentsAgent" includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Wholly Owned Subsidiary incorporated in either the United States or Mexico may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long in connection with the Securities. The Company initially appoints The Depository Trust Company to act as such failure shall continueDepositary with respect to the Global Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, 40 49 that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice given to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available least ten Business Days prior to the Trustee on or before each Interest Payment Date and at effectiveness of such other times as resignation; provided, however, that the Trustee may reasonably request, resign as Paying Agent or Registrar only if the names and addresses of the Holders Trustee also resigns as they appear Trustee in the Equipment Note Registeraccordance with Section 7.08.

Registrar and Paying Agent. The Company FelCor LP shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company FelCor LP in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company FelCor LP shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company FelCor LP may have one or more co-Registrars and one or more additional Paying Agents. The Company FelCor LP 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 that relate to such Agent. The Company FelCor LP 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 Company FelCor LP fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company FelCor LP may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company FelCor LP 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 Agent in accordance with clause (i) of this proviso. The Company Except with respect to Article Eight, FelCor, FelCor LP, any Subsidiary of FelCor or FelCor LP, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company FelCor LP initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for ser-vice of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or ----------------- more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record 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 request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount at maturity of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement with any Agent agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent agent upon written notice to such Agent agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent agent to such Agent agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent agent until the appointment of a successor Agent agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. (a) The Company shall will maintain an office or agency where Equipment Notes Securities may be presented for registration, registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served. The Company shall cause the Registrar to will keep a register of the Equipment Notes Registered Securities and the Holders thereof and of their the Registered Securities’ registration, transfer and exchange (the "Equipment Note “Security Register"”). The Company may have appoint one or more co-registrars and one or more additional Paying Agents. The Company, any Subsidiary of the Company or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, or agent for service of notices and demands; provided that neither the Company, any Subsidiary of the Company or any Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Securities or the discharge of this Indenture under Article VIII hereof. The Company initially appoints the Trustee as Registrar, Paying Agent, Calculation Agent and agent for service of notices and demands. The Company 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 TIA that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the name or address of such an Agent. If the Company fails to maintain a Registrar, Paying Agent and/or or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying AgentsAgent" includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Wholly Owned Subsidiary incorporated in either the United States or Mexico may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long in connection with the Securities. The Company initially appoints The Depository Trust Company to act as such failure shall continueDepositary with respect to the Global Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice given to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available least one Business Day prior to the Trustee on or before each Interest Payment Date and at effectiveness of such other times as resignation; provided, however, that the Trustee may reasonably request, resign as Paying Agent or Registrar only if the names and addresses of the Holders Trustee also resigns as they appear Trustee in the Equipment Note Registeraccordance with Section 7.08.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement with any Agent agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Paying Agent and/or or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent agent upon written notice to such Agent agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent agent to such Agent agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent agent until the appointment of a successor Agent agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes of each series may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes of each series and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The Company 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 that relate to such Agent. The Company 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 Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company 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 Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.