Common use of Trustee, Paying Agent and Registrar Clause in Contracts

Trustee, Paying Agent and Registrar. Trustee Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America Facsimile: +0 000 000 0000 Attention: Global Capital Markets – Corporate Debt Paying Agent Citibank, N.A., London Branch c/o Citibank, N.A., Dublin Branch 0 Xxxxx Xxxx Xxxx Xxxxxx 0 Xxxxxxx Registrar Citigroup Global Markets Deutschland AG Xxxxxxxxx 00 00000 Xxxxxxxxx Xxxxxxx EXHIBIT B [Intentionally Left Blank] EXHIBIT C [Intentionally Left Blank] EXHIBIT D FORM OF GLOBAL NOTE KAISA GROUP HOLDINGS LTD. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CITIBANK EUROPE PLC, AS COMMON DEPOSITARY (“COMMON DEPOSITARY”) FOR EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIETE ANONYME (“CLEARSTREAM”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. Holders may obtain information regarding the amount of any OID, the issue price, the issue date and the yield to maturity relating to the Notes by contacting [•]. No. ISIN: XS1387986158 Common Code: 138798615 KAISA GROUP HOLDINGS LTD. US$ KAISA GROUP HOLDINGS LTD. SERIES E VARIABLE RATE SENIOR NOTES DUE DECEMBER 31, 2021 Global Note Guaranteed by the Subsidiary Guarantors and JV Subsidiary Guarantors KAISA GROUP HOLDINGS LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), for value received, hereby promises to pay to Citvic Nominees Limited as the nominee of the common depositary or registered assigns, upon surrender hereof 102% of the principal sum of UNITED STATES DOLLARS (US$ ), as revised by the Schedule of Exchanges of the Notes attached hereto, on December 31, 2021, or on such earlier date as the principal hereof may become due in accordance with the provisions hereof. Interest Rate and Pay-in-Kind Election: See the reverse hereof. Interest Payment Dates: June 30 and December 31, commencing June 30, 2016. Interest Record Dates: close of business on the Business Day immediately preceding an Interest Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Registrar acting under the Indenture.

Trustee, Paying Agent and Registrar. Trustee Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America Facsimile: +0 000 000 0000 Attention: Global Capital Markets – Corporate Debt Paying Agent Citibank, N.A., London Branch c/o Citibank, N.A., Dublin Branch 0 Xxxxx Xxxx Xxxx Xxxxxx 0 Xxxxxxx Registrar Citigroup Global Markets Deutschland AG Xxxxxxxxx 00 00000 Xxxxxxxxx Xxxxxxx EXHIBIT B [Intentionally Left Blank] EXHIBIT C [Intentionally Left Blank] EXHIBIT D FORM OF GLOBAL NOTE KAISA GROUP HOLDINGS LTD. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CITIBANK EUROPE PLC, AS COMMON DEPOSITARY (“COMMON DEPOSITARY”) FOR EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIETE ANONYME (“CLEARSTREAM”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. Holders may obtain information regarding the amount of any OID, the issue price, the issue date and the yield to maturity relating to the Notes by contacting [•]. No. ISIN: XS1387986158 XS1387986075 Common Code: 138798615 138798607 KAISA GROUP HOLDINGS LTD. US$ KAISA GROUP HOLDINGS LTD. SERIES E D VARIABLE RATE SENIOR NOTES DUE DECEMBER 31JUNE 30, 2021 Global Note Guaranteed by the Subsidiary Guarantors and JV Subsidiary Guarantors KAISA GROUP HOLDINGS LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), for value received, hereby promises to pay to Citvic Nominees Limited as the nominee of the common depositary or registered assigns, upon surrender hereof 102% of the principal sum of UNITED STATES DOLLARS (US$ ), as revised by the Schedule of Exchanges of the Notes attached hereto, on December 31June 30, 2021, or on such earlier date as the principal hereof may become due in accordance with the provisions hereof. Interest Rate and Pay-in-Kind Election: See the reverse hereof. Interest Payment Dates: June 30 and December 31, commencing [June 30], 2016. Interest Record Dates: close of business on the Business Day immediately preceding an Interest Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Registrar acting under the Indenture.

Trustee, Paying Agent and Registrar. Trustee Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx XxxxxxxxxxWilmington, XX 00000 Xxxxxx Xxxxxx DE 19890 United States of America Facsimile: +0 000 000 0000 Attention: Global Capital Markets – Corporate Debt Paying Agent Citibank, N.A., London Branch c/o Citibank, N.A., Dublin Branch 0 Xxxxx Xxxx Xxxx Xxxxxx 0 Xxxxxxx Dublin 1 Ireland Registrar Citigroup Global Markets Deutschland AG Xxxxxxxxx 00 00000 Xxxxxxxxx Xxxxxxx 60323 Frankfurt Germany EXHIBIT B [Intentionally Left Blank] EXHIBIT C [Intentionally Left Blank] EXHIBIT D FORM OF GLOBAL NOTE KAISA GROUP HOLDINGS LTD. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CITIBANK EUROPE PLC, AS COMMON DEPOSITARY (“COMMON DEPOSITARY”) FOR EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIETE ANONYME (“CLEARSTREAM”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. Holders may obtain information regarding the amount of any OID, the issue price, the issue date and the yield to maturity relating to the Notes by contacting [•]. No. ISIN: XS1387986158 XS1387985424 Common Code: 138798615 138798542 KAISA GROUP HOLDINGS LTD. US$ KAISA GROUP HOLDINGS LTD. SERIES E A VARIABLE RATE SENIOR NOTES DUE DECEMBER 31, 2021 2019 Global Note Guaranteed by the Subsidiary Guarantors and JV Subsidiary Guarantors KAISA GROUP HOLDINGS LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), for value received, hereby promises to pay to Citvic Nominees Limited as the nominee of the common depositary or registered assigns, upon surrender hereof 102% of the principal sum of UNITED STATES DOLLARS (US$ ), as revised by the Schedule of Exchanges of the Notes attached hereto, on December 31, 20212019, or on such earlier date as the principal hereof may become due in accordance with the provisions hereof. Interest Rate and Pay-in-Kind Election: See the reverse hereof. Interest Payment Dates: June 30 and December 31, commencing [June 30], 2016. Interest Record Dates: close of business on the Business Day immediately preceding an Interest Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Registrar acting under the Indenture.

Trustee, Paying Agent and Registrar. Trustee Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America Facsimile: +0 000 000 0000 Attention: Global Capital Markets – Corporate Debt Paying Agent Citibank, N.A., London Branch c/o Citibank, N.A., Dublin Branch 0 Xxxxx Xxxx Xxxx Xxxxxx 0 Xxxxxxx Registrar Citigroup Global Markets Deutschland AG Xxxxxxxxx 00 00000 Xxxxxxxxx Xxxxxxx EXHIBIT B [Intentionally Left Blank] EXHIBIT C [Intentionally Left Blank] EXHIBIT D FORM OF GLOBAL NOTE KAISA GROUP HOLDINGS LTD. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CITIBANK EUROPE PLC, AS COMMON DEPOSITARY (“COMMON DEPOSITARY”) FOR EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIETE ANONYME (“CLEARSTREAM”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. Holders may obtain information regarding the amount of any OID, the issue price, the issue date and the yield to maturity relating to the Notes by contacting [•]. No. ISIN: XS1387986158 XS1387985853 Common Code: 138798615 138798585 KAISA GROUP HOLDINGS LTD. US$ KAISA GROUP HOLDINGS LTD. SERIES E C VARIABLE RATE SENIOR NOTES DUE DECEMBER 31, 2021 2020 Global Note Guaranteed by the Subsidiary Guarantors and JV Subsidiary Guarantors KAISA GROUP HOLDINGS LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), for value received, hereby promises to pay to Citvic Nominees Limited as the nominee of the common depositary or registered assigns, upon surrender hereof 102% of the principal sum of UNITED STATES DOLLARS (US$ ), as revised by the Schedule of Exchanges of the Notes attached hereto, on December 31, 20212020, or on such earlier date as the principal hereof may become due in accordance with the provisions hereof. Interest Rate and Pay-in-Kind Election: See the reverse hereof. Interest Payment Dates: June 30 and December 31, commencing [June 30], 2016. Interest Record Dates: close of business on the Business Day immediately preceding an Interest Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Registrar acting under the Indenture.

Trustee, Paying Agent and Registrar. Trustee Wilmington Trust, National Association Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America Facsimile: +0 000 000 0000 Attention: Global Capital Markets – Corporate Debt Paying Agent Citibank, N.A., London Branch c/o Citibank, N.A., Dublin Branch 0 Xxxxx Xxxx Xxxx Xxxxxx 0 Xxxxxxx Registrar Citigroup Global Markets Deutschland AG Xxxxxxxxx 00 00000 Xxxxxxxxx Xxxxxxx EXHIBIT B [Intentionally Left Blank] EXHIBIT C [Intentionally Left Blank] EXHIBIT D FORM OF GLOBAL NOTE KAISA GROUP HOLDINGS LTD. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CITIBANK EUROPE PLC, AS COMMON DEPOSITARY (“COMMON DEPOSITARY”) FOR EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIETE ANONYME (“CLEARSTREAM”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN THE COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. Holders may obtain information regarding the amount of any OID, the issue price, the issue date and the yield to maturity relating to the Notes by contacting [•●]. No. ISIN: XS1387986158 XS1387985770 Common Code: 138798615 138798577 KAISA GROUP HOLDINGS LTD. US$ KAISA GROUP HOLDINGS LTD. SERIES E B VARIABLE RATE SENIOR NOTES DUE DECEMBER 31JUNE 30, 2021 2020 Global Note Guaranteed by the Subsidiary Guarantors and JV Subsidiary Guarantors KAISA GROUP HOLDINGS LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), for value received, hereby promises to pay to Citvic Nominees Limited as the nominee of the common depositary or registered assigns, upon surrender hereof 102% of the principal sum of UNITED STATES DOLLARS (US$ ), as revised by the Schedule of Exchanges of the Notes attached hereto, on December 31June 30, 20212020, or on such earlier date as the principal hereof may become due in accordance with the provisions hereof. Interest Rate and Pay-in-Kind Election: See the reverse hereof. Interest Payment Dates: June 30 and December 31, commencing [June 30], 2016. Interest Record Dates: close of business on the Business Day immediately preceding an Interest Payment Date. Reference is hereby made to the further provisions set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Registrar acting under the Indenture.