Common use of Registrar and Paying Agent Clause in Contracts

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or exchange ("Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letter.

Registrar and Paying Agent. The Issuers Issuer shall maintain an cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or agency and in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or exchange ("Registrar") and an any other office or agency of the Issuers Issuer in a Place of Payment being herein sometimes collectively referred to as the Borough of Manhattan“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the City Issuer shall provide for the registration of Notes and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect transfers of the Securities may be servedNotes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-Registrars and registrars. The term “Note Registrar” includes any co-registrars. The Issuer shall also maintain an office or agent within the United States where Notes may be presented for payment (the “Paying Agent”); provided, however, that at the option of the Issuer payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. The Issuer may have one or more additional Paying Agents. The term "Registrar" includes any co-registrar paying agents, and the term "“Paying Agent" ” includes any such additional Paying Agent. The Issuers hereby Issuer initially appoint the Trustee as Registrar “Note Registrar” and “Paying Agent” in connection with the Notes, and by its signature hereto, the Trustee hereby agrees so to actuntil such time as such entity has resigned or a successor has been appointed. The Issuers Issuer may at any time change any the Paying Agent or Note Registrar for any series of Notes without prior notice to any Holderthe Holders of Notes. The Issuers shall Issuer may enter into an appropriate written agency agreement with any Note Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . Any such agency agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers Issuer fail to appoint or maintain a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuers initially appoint The Depository Trust Company ("DTC") to or any wholly-owned Domestic Subsidiary of the Company may act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, Note Registrar or transfer agent. Upon surrender for transfer of any Note at the office or agency of the Issuer in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuer shall execute, and the Trustee mayshall authenticate and deliver, assume in the duties name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Registrar Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Paying Agent hereunderNote Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration, transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. The Trustee is authorized Issuer shall not be required (i) to enter into issue, transfer or exchange any Note during a letter period beginning at the opening of representation with DTC business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Note so selected for redemption (or purchase) in the form provided to the Trustee by the Issuers and to act whole or in accordance with such letterpart.

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment (the "Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holderpaying agent. The Issuers shall enter into an appropriate written agency agreement with any Registrar, Paying Agent (including the Paying Agent) or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers shall promptly notify the Trustee in writing of the name and address of any such agent. The Issuers may remove any Paying Agent, Registrar or co-registrar without prior notice to any Holder. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers initially appoint the Trustee as Registrar and Paying Agent in connection with the Securities. The Issuers initially appoint The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Issuers initially appoint the may remove any Registrar or Paying Agent upon written notice to act as Securities Custodian with respect such Registrar or Paying Agent and to the Global Securities. Upon the occurrence Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default appointment by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter a successor as evidenced by an appropriate agreement entered into a letter of representation with DTC in the form provided to the Trustee by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to act the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above and shall otherwise comply with TIA ss.312(a). The Registrar or Paying Agent may resign at any time upon written notice. The Paying Agent shall comply with all withholding tax, information reporting and backup withholding tax requirements under the United States Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations issued thereunder in respect of any payment on, or in respect of, the Securities (including, without limitation, furnishing to the Holders and collecting Internal Revenue Service ("IRS") Forms 1001, 4224, W-8 or W-9 (or any successor forms), as the case may be, and filing IRS Forms 1042 and 1042-S with respect thereto). As promptly as possible after the payment of any withholding tax, the Paying Agent shall deliver to each Holder appropriate documentation showing the payment thereof, together with such letteradditional documentary evidence as such Holders may reasonably request from time to time.

Registrar and Paying Agent. The Issuers Company shall maintain maintain, pursuant to Section 4.2 hereof, an office or agency in where the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Notes may be presented for payment (the "Paying Agent") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers Company in respect of the Securities Notes and this Indenture may be served. The Issuers Company shall cause to be kept at such office a register (the "Note Register") in which, subject to such reasonable regulations as it may act as Registrar or Paying Agentprescribe, except that the Company shall provide for the purposes registration of Articles III, VII Notes and IX and of transfers of Notes entitled to be registered or transferred as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentprovided herein. The Trustee, at its Corporate Trust Office, is initially appointed Registrar shall keep a register for the purpose of the Securities registering Notes and transfers of their transfer and exchangeNotes as herein provided. The Issuers may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any co-registrar and Company may, upon written notice to the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint Trustee, change the designation of the Trustee as Registrar and Paying Agent, and by its signature heretoappoint another Person to act as Registrar for purposes of this Indenture. If any Person other than the Trustee acts as Registrar, the Trustee hereby agrees so shall have the right at any time, upon reasonable notice, to actinspect or examine the Note Register and to make such inquiries of the Registrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Person designated by the Company as Registrar or Paying Agent (including the Paying Agent) that is not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent, and shall furnish a copy of each such agreement . Prior to the Trustee. The Issuers designation of any such Person, the Company shall, by written notice (which notice shall promptly notify the Trustee in writing of include the name and address of any such AgentPerson), inform the Trustee of such designation. The Trustee, at its Corporate Trust Office, is initially appointed Paying Agent under this Indenture. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Subject to Section 2.6(a) hereof, upon surrender for registration of transfer of any Note at an office or agency of the Company designated for such purpose, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations, of like tenor and aggregate principal amount, all as requested by the transferor. Every Note presented or surrendered for registration of transfer or for exchange shall ("DTC") to act as Depositary with respect to if so required by the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Company, the Trustee shallor the Registrar) be duly endorsed, or upon the occurrence be accompanied by a duly executed instrument of any other Event of Default by notice transfer in form satisfactory to the Issuers, the Registrar and the Paying AgentCompany, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee Registrar, by the Issuers and to act Holder thereof or such Holder's attorney duly authorized in accordance with such letterwriting.

Registrar and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("including any co-registrar, the “Registrar"”) and (ii) an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, United States where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange and, upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of such register to enable them to maintain a register of the Notes at their registered offices. The Issuers Issuer may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent, Registrar or co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with notify the Trustee or the Registrar in writing and the Trustee or the Registrar shall notify the Holders of the name and address of any Agent (including the Paying Agent) not a party to this Indenture. The Issuer or any of its Subsidiaries may act as Paying Agent, which Registrar or co-registrar. The 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 hereof that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, in accordance with this Section 2.3, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.6. The Issuers Issuer initially appoint The Depository Trust Company ("DTC") appoints the Trustee as Registrar, Paying Agent and to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterNotes Custodian.

Registrar and Paying Agent. The Issuers shall maintain an cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or agency and in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or exchange ("Registrar") and an any other office or agency of the Issuers in a Place of Payment being herein sometimes collectively referred to as the Borough of Manhattan“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that shall provide for the purposes registration of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangetransfers of Notes. The Issuers may have one or more co-Registrars and registrars. The term “Note Registrar” includes any co-registrars. The Issuers shall maintain an office or agent within the United States where Notes may be presented for payment (the “Paying Agent”); provided, however, that at the option of the Issuers payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. The Issuers may have one or more additional Paying Agents. The term "Registrar" includes any co-registrar paying agents, and the term "“Paying Agent" ” includes the Paying Agent and any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar “Note Registrar” and “Paying Agent, and by its signature hereto, ” in connection with the Notes until such time as the Trustee hereby agrees so to acthas resigned or a successor has been appointed. The Issuers may at any time change any the Paying Agent or Note Registrar for any series of Notes without prior notice to any Holderthe Holders of Notes. The Issuers shall may enter into an appropriate written agency agreement with any Note Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . Any such agency agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail to appoint or maintain a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuers initially appoint The Depository Trust Company ("DTC") to or any wholly-owned Domestic Subsidiary of either of the Issuers may act as Depositary Paying Agent, Note Registrar or transfer agent. Upon surrender for transfer of any Note at the office or agency of the Issuers in a Place of Payment, in compliance with respect all applicable requirements of this Indenture and applicable law, the Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the Global Securitiessame benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Issuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration, transfer or exchange of Notes, but the Issuers may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. The Issuers initially appoint shall not be required (i) to issue, transfer or exchange any Note during a period beginning at the Registrar to act as Securities Custodian with respect to opening of business 15 Business Days before the Global Securities. Upon day of the occurrence mailing of an Event a notice of Default described in redemption (or purchase) of Notes selected for redemption (or purchase) under Section 5.1(e) 1004 and ending at the close of business on the day of such mailing, or (f), the Trustee shall, ii) to transfer or upon the occurrence of exchange any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC Note so selected for redemption (or purchase) in the form provided to the Trustee by the Issuers and to act whole or in accordance with such letterpart.

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentpayment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint shall advise the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice in writing five Business Days prior to any Holderinterest payment date of any Additional Interest payable pursuant to the Registration Rights Agreement. The Issuers shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers initially appoint The Depository Trust Company ("DTC") to or any Guarantor may act as Depositary with respect to the Global SecuritiesPaying Agent, Registrar or transfer agent. The Issuers initially appoint the Trustee as Registrar to act as Securities Custodian with respect to and Paying Agent for the Global SecuritiesNotes. Upon the occurrence of an Event of Default described in Section 5.1(e) The Issuers may change any Registrar or (f), the Trustee shall, or upon the occurrence of any other Event of Default by Paying Agent without prior notice to the IssuersHolders, the but upon written notice to such Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the or Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided and to the Trustee Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to act the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee.

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

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby Issuer initially appoint appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee as Registrar and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (“Agent”) is hereby authorized to act in accordance with such letter and by its signature hereto, applicable procedures of DTC. Neither the Trustee hereby agrees so to actnor any Agent shall have responsibility for any actions taken or not taken by the Depositary. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar, Paying Agent (including the Paying Agent) or co-registrar not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers initially appoint The Depository Trust Company ("DTC") to Issuer, the Parent Guarantor or any of its domestically incorporated Wholly Owned Subsidiaries may act as Depositary with respect to the Global SecuritiesPaying Agent, Registrar, co-registrar or transfer agent. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Initially, the Trustee shall, or upon the occurrence of any other Event of Default by notice shall act as Registrar and Paying Agent with regard to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterNotes.

Registrar and Paying Agent. The Issuers Company shall maintain an cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or agency and in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or exchange ("Registrar") and an any other office or agency of the Issuers Company in a Place of Payment being herein sometimes collectively referred to as the Borough of Manhattan“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the City Company shall provide for the registration of Notes and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect transfers of the Securities may be servedNotes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-Registrars and one or more additional Paying Agentsregistrars. The term "“Note Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrars. The Issuers hereby Company shall also maintain an office or agent within the United States where Notes may be presented for payment; provided, however, that at the option of the Company, payment of interest on a Note may be made by wire transfer of immediately available funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. The Company initially appoint appoints the Trustee as Registrar “Note Registrar” and “Paying Agent, and by its signature hereto, ” in connection with the Trustee hereby agrees so to actNotes until such time as it has resigned or a successor has been appointed. The Issuers Company may at any time change any the Paying Agent or Note Registrar for the Notes without prior notice to any Holderthe Holders of Notes. The Issuers shall Company may enter into an appropriate written agency agreement with any Note Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . Any such agency agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Company fails to appoint or maintain a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuers initially appoint The Depository Trust Company ("DTC") to or any wholly owned domestic Subsidiary of the Company may act as Depositary with respect to the Global Securities. The Issuers initially appoint the Paying Agent (except for purposes of Section 1103) or, Note Registrar to act as Securities Custodian with respect to the Global Securitiesor transfer agent. Upon surrender for transfer of any Note at the occurrence office or agency of an Event the Company in a Place of Default described Payment, in Section 5.1(e) or (f)compliance with all applicable requirements of this Indenture and applicable law, the Company shall execute, and the Trustee shallshall authenticate and deliver, in the name of the designated transferee or upon the occurrence transferees, one or more new Notes, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Event Notes, of Default by notice any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to the Issuersbe exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Registrar Company shall execute, and the Paying AgentTrustee shall authenticate and deliver, the Trustee may, assume Notes that the duties Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be (i) issued in registered form and the registered holder of a Note will be treated as the owner of such Note for all purposes and (ii) the valid obligations of the Registrar Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Paying Agent hereunderNote Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Trustee is authorized Company shall not be required (a) to enter into issue, transfer or exchange any Note during a letter period beginning at the opening of representation with DTC business 15 Business Days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 1004 and ending at the close of business on the day of such mailing, or (b) to transfer or exchange any Note so selected for redemption in the form provided to the Trustee by the Issuers and to act whole or in accordance with such letterpart.

Registrar and Paying Agent. The Issuers Company shall maintain maintain, with respect to each series of Notes, an office or agency in the Borough of Manhattan, the City and State of New York, where Securities such Notes may be presented for registration of transfer or for exchange ("“Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities such Notes may be presented for purchase or payment ("“Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Company may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" Agent includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with respect to each series of Notes with any Registrar, Paying Agent (including the Paying Agent) not a party to this Indenture, which or co-registrar. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, and shall furnish a copy of each such agreement to the TrusteeRegistrar or co-registrar. The Issuers Company initially will serve as the Registrar and Paying Agent in connection with such Notes provided however that upon an Event of Default or a default that remains uncured or unwaived for 30 days, the Trustee may, at its discretion, become the Paying Agent, the Registrar or both. The Company shall promptly notify the Trustee in writing of any change to the name and address of any such Agent. If the Issuers fail to maintain a Registrar or Paying Agent, Agent of the Notes. The Company or its agent shall be solely responsible for making all payments of principal and interest hereunder and the Trustee shall act as suchbe entitled to rely upon the information of outstanding balances on the Notes and any information provided by the Company on payment of principal and interest without further investigation. The Issuers initially appoint The Depository Trust Company Within thirty ("DTC"30) to act as Depositary with respect days after the end of each fiscal quarter the Paying Agent shall deliver to the Global Securities. The Issuers initially appoint Trustee a written report identifying, as of the Registrar to act as Securities Custodian with respect to date of such report, (i) the Global Securities. Upon the occurrence Principal Amount and accrued interest of an Event of Default described in Section 5.1(eeach Note, (ii) or (f), the Trustee shall, or upon the occurrence of any other Event of Default all CM Loan Payments received by notice to the Issuers, the Registrar and the Paying Agent, (iii) all CM Loan Net Payments paid to the Holders, (iv) name and contact information for each of the Holders, (v) issue and maturity dated of each Note and such other information as reasonably requested by the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized from time to enter into a letter of representation with DTC time in the form provided to order for the Trustee by to determine the Issuers Principal Amount and to act in accordance with such letteraccrued interest of each Note.

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented or surrendered for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep or cause to be kept a register of the Securities Notes and of their transfer and exchange. At the option of the Issuers, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal, Redemption Price and Purchase Price of, and interest on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent. The Issuers may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to actpaying agent. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such AgentPaying Agent not a party to this Indenture. If the Issuers fail to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company ("DTC") to may act as Paying Agent or Registrar so long as no Event of Default has occurred and is continuing. The Depositary with respect shall, by acceptance of a Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Note shall be required to the Global Securitiesbe reflected in a book entry. The Issuers initially appoint the Registrar Trustee to act as Securities the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Notes, until such time as the Trustee shall, has resigned or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such lettersuccessor has been appointed.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the registrars. The term "“Paying Agent" ” includes any additional Paying Agentpaying agents. The Issuers hereby Issuer initially appoint appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee as Registrar and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (“Agent”) is hereby authorized to act in accordance with such letter and applicable procedures of DTC. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by its signature heretothe Depositary. In connection with any proposed transfer outside the book-entry only system, the Issuer, the Holder or DTC shall, to the extent required by applicable tax law, provide or cause to be provided to the Trustee hereby agrees so all information that is (i) in their possession, (ii) specifically requested by the Trustee in sufficient detail to actpermit compliance with such request and (iii) necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Issuers Trustee may at any time change any Paying Agent rely on the information provided to it and shall have no responsibility to verify or Registrar without notice to any Holderensure the accuracy of such information. The Issuers shall Issuer may enter into an appropriate written agency agreement with any Registrar, Paying Agent (including the Paying Agent) or co-registrar not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers initially appoint The Depository Trust Company ("DTC") to Issuer or any of its Subsidiaries may act as Depositary with respect to the Global SecuritiesPaying Agent, Registrar, co-registrar. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Initially, the Trustee shallwill act as Registrar and Paying Agent with regard to the Notes. The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon the occurrence of any other Event of Default by written notice to the Issuers, the Registrar Issuer and the Paying AgentTrustee; provided, however, that the Trustee may, assume the duties and obligations of the Registrar and the may resign as Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to or Registrar only if the Trustee by the Issuers and to act also resigns as Trustee in accordance with such letterSection 7.08.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment (the "Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent). The Registrar shall keep a register of the Securities (the "Security Register") and of their transfer and exchange. The Issuers Company may have one or more co-Registrars registrars and one or more additional paying agents; provided, however, that so long as U. S. Trust Company of Texas, N.A. shall be the Trustee, without the consent of the Trustee, there shall be no more than one Registrar or Paying AgentsAgent. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Registrar, Paying Agent (including the Paying Agent) or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities. The Company may, upon written notice to the Trustee, change the designation of the Trustee as Registrar or Paying Agent and appoint another Person to act as Registrar for purposes of this Indenture except that, for the purposes of Article 3, Article 12 and Sections 4.07 and 4.09, none of the Company, any Guarantor, any Restricted Subsidiary or any Affiliate of the Company or of any Guarantor shall act as Paying Agent. If any Person other than the Trustee acts as Registrar, the Trustee shall have the right at any time, upon reasonable notice, to inspect or examine the Security Register and to make such inquiries of the Registrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. Upon surrender for registration of transfer of any Security at an office or agency of the Company designated for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of like tenor and aggregate principal amount, all as requested by the transferor. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed, or be accompanied by a duly executed instrument of transfer in form satisfactory to the Company, the Trustee and the Registrar, by the Holder thereof or such Holdxx'x xttorney duly authorized in writing. The Company initially appoints the Depository Trust Company ("DTC") to act as the Depositary with respect to the Global Securities. The Issuers initially appoint Cede & Co. has been appointed as the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence nominee of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterDTC.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentpayment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint Issuer shall advise the Trustee as Registrar and Paying Agent, and by its signature hereto, Agent in writing five Business Days prior to any interest payment date of any Additional Interest payable pursuant to the Trustee hereby agrees so to actRegistration Rights Agreement. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers initially appoint The Depository Trust Company ("DTC") to Issuer or any Guarantor may act as Depositary with respect to the Global SecuritiesPaying Agent, Registrar or transfer agent. The Issuers Issuer initially appoint appoints Xxxxx Fargo Bank, National Association as Registrar, Paying Agent and Transfer Agent for the Registrar to act as Securities Custodian with respect to the Global SecuritiesNotes. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of The Issuer may change any other Event of Default by Agent without prior notice to the IssuersHolders, but upon written notice to such Agent and to the Registrar Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and the Paying such successor Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Issuers and to act Trustee that the Trustee shall serve as Agent until the appointment of a successor in accordance with such letterclause (i) above. The Agent may resign at any time upon written notice to the Issuer and the Trustee.

Registrar and Paying Agent. The Issuers shall Company will maintain an office or agency in a Registrar and Paying Agent with respect to the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or exchange ("Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying AgentNotes. The Registrar shall will keep a register of Security Register with respect to the Securities Notes and of their transfer and exchange. The Issuers may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby Company initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global SecuritiesNotes. The Issuers Company initially appoint appoints the Registrar Trustee to act as Securities Custodian the Registrar and Paying Agent with respect to the Notes and to act as custodian for the Depositary with respect to the Global Notes. Section 203 Execution, Authentication, Delivery and Dating. For purposes of the Notes (but not any other Securities. Upon , unless provided by the occurrence of an Event of Default described in Section 5.1(e) or (fterms thereof), the Trustee shallfirst, or upon second and sixth paragraphs of Section 303 of the occurrence Base Indenture are hereby amended and restated in their entirety, respectively, to read as follows: “Securities shall be executed on behalf of the Company by any Officer of the Company. The signature of any other Event such Officer on the Securities may be manual, facsimile or electronic.” “Securities bearing the manual, facsimile or electronic signatures of Default by notice individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Issuersauthentication and delivery of such Securities or did not hold such offices at the date of such Securities.” “No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations unless there appears on such Security a certificate of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC authentication substantially in the form provided to for in Section 202 or Section 612 executed by or on behalf of the Trustee or by the Issuers Authenticating Agent by the manual, facsimile or electronic signature of one of its authorized signatories. Such certificate upon any Security shall be conclusive evidence, and to act in accordance with the only evidence, that such letterSecurity has been duly authenticated and delivered hereunder.” ARTICLE THREE

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentpayment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holderregistrar. The Issuers shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuers initially appoint appoints The Depository Trust Company ("“DTC"”) to act as Depositary with respect to the Global SecuritiesNotes. The Issuers initially appoint appoints the Trustee as the Registrar to act as Securities Custodian with respect to and Paying Agent for the Global Securities. Upon Notes and the occurrence of an Event of Default described in Section 5.1(e) Issuers may remove any Registrar or (f), the Trustee shall, or upon the occurrence of any other Event of Default by Paying Agent without prior notice to the IssuersHolders, the but upon written notice to such Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the or Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided and to the Trustee Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to act the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee.

Registrar and Paying Agent. The Issuers Company shall maintain maintain, with respect to each Series of Notes, an office or agency where Notes of such Series may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes of such Series may be presented for payment (“Paying Agent”) in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or exchange ("Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register (the “Note Register”) of the Securities each Series of Registered Notes and of their transfer and exchange. The Issuers Company may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Company may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar of Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may act as Paying Agent or Registrar. The Company hereby appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes of each Series unless another Depositary is appointed prior to the time the Notes of that Series are first issued. The Company hereby appoints the Trustee the initial Registrar and Paying Agent for each Series unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time the Notes of that Series are first issued. The Company or any of its domestically organized Subsidiaries may act as Paying Agent or Registrar. The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent acting hereunder. The Company shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If The Company may remove any Registrar or Paying Agent for any Series of Notes upon written notice to such Registrar or Paying Agent and to the Issuers fail to maintain Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall act serve as such. The Issuers initially appoint The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into until the appointment of a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act successor in accordance with such letterclause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment (the "Paying Agent") and where notices and demands to or upon the Issuers in respect ). The Issuer shall cause each of the Securities may be served. The Issuers may act as Registrar and the Paying Agent to maintain an office or Paying Agentagency in Wilmington, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying AgentDelaware. The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the "Note Register"). The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint Any transfer of a Security shall be effective only upon appropriate entries with respect thereto being made in the Trustee as Registrar and Paying AgentNote Register. Any assignment or transfer of all or part of a Security shall be registered on the Note Register only upon surrender for registration of assignment or transfer of the Security, accompanied by a duly executed form of assignment, and thereupon one or more new Securities shall be issued to the designated transferee. Any Security surrendered pursuant to this Section 2.3 shall be returned by its signature hereto, the Trustee hereby agrees so Registrar to act. the Issuer marked "cancelled." The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar, Paying Agent (including the Paying Agent) or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers initially appoint The Depository Trust Company ("DTC") to Issuer may act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, Registrar, co-registrar or transfer agent. The Issuer initially appoints the Trustee may, assume the duties and obligations of the as Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in for the form provided to the Trustee by the Issuers and to act in accordance with such letterSecurities.

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, for each series where Securities of such series may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities of such series may be presented for payment (the "Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent). The Registrar shall keep a register of the Securities of such series and of their transfer and exchange. The Issuers may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Paying Agent" includes any additional paying agent, and the term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrars. The Issuers hereby initially appoint the Trustee as (i) Registrar and Paying Agent, Agent in connection with the Securities and by its signature hereto, (ii) the Trustee hereby agrees so Securities Custodian (as defined in the Appendix) with respect to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holderthe Global Securities (as defined in the Appendix). The Issuers shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers initially appoint The Depository Trust Company ("DTC") to or any of their domestically organized Wholly Owned Restricted Subsidiaries may act as Depositary with respect to the Global SecuritiesPaying Agent or Registrar. The Issuers initially appoint the may remove any Registrar or Paying Agent upon written notice to act as Securities Custodian with respect such Registrar or Paying Agent and to the Global Securities. Upon the occurrence Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default appointment by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter a successor as evidenced by an appropriate agreement entered into a letter of representation with DTC in the form provided to the Trustee by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to act the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuers Alderwoods shall maintain an office or agency (which shall be located in the Borough of Manhattan, the City and of New York, State of New York, ) where Securities Seven-Year Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR") and ), an office or agency of the Issuers (which shall be located in the Borough of Manhattan, the City and of New York, State of New York, ) where Securities Seven-Year Notes may be presented for payment of principal, premium, if any, and interest (the "Paying AgentPAYING AGENT") and an office or agency where notices and demands to or upon the Issuers Alderwoods in respect of the Securities Seven-Year Notes and this Indenture may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities Seven-Year Notes and of their transfer and exchange. The Issuers Alderwoods may have one or more co-Registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "Paying AgentPAYING AGENT" includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Alderwoods may change any Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent Registrar or co-Registrar without upon 30 days' notice to the Trustee. Except as otherwise expressly provided in this Indenture, Alderwoods or any HolderAffiliate thereof may act as Paying Agent, Registrar or co-Registrar. The Issuers Alderwoods shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent, and . Alderwoods shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail to maintain a Registrar or Paying Agent. If Alderwoods fails to maintain a Registrar, Paying Agent or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company ("DTC") such and shall be entitled to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act appropriate compensation in accordance with such letterSection 7.08. Alderwoods initially appoints the Trustee as Registrar, Paying Agent and agent for service of notices and demands in connection with the Seven-Year Notes.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough United States of Manhattan, the City and State of New York, America where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange ("the “Registrar"”), (b) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented or surrendered for payment ("the “Paying Agent"”) and where (c) notices and demands to or upon the Issuers Company in respect of the Securities Notes and this Indenture may be served. The Issuers Company may also from time to time designate (without notice to Holders) one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and where such notices and demands may be served and may from time to time rescind or change such designations; provided, however, that no such designation, rescission or change shall relieve the Company of its obligation to maintain an office or agency in the United States of America for such purposes. The Company may change or remove any Paying Agent, Registrar or co-Registrar without notice to any Holder so long as there is a Paying Agent and Registrar in United States of America. The Company will give prompt written notice to the Trustee of any such designation, rescission, removal or change referred to in the two immediately preceding sentences. The Company or any of its Domestic Subsidiaries may act as Registrar, co-Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Company, upon written notice to the Trustee but without notice to Holders, may have appoint one or more co-Registrars and one or more additional Paying Agentspaying agents and may rescind the appointment of and change any such co-Registrars or additional paying agents. The term "Registrar" includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Company hereby appoints the Trustee, acting through its Corporate Trust Company ("DTC") to act Office in the United States of America, as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the initial Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in and Registrar for the form provided to the Trustee by the Issuers and to act in accordance with such letterNotes.

Registrar and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("“Registrar"”), (ii) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment and ("Paying Agent"iii) and upon issuance of Definitive Notes, an office or agency where notices and demands to or upon the Issuers in respect of the Securities Definitive Notes may be served. The Issuers may act as Registrar or Paying Agent, except that presented for payment to the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Luxembourg Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. At the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders. The Issuers Issuer may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Issuer may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such AgentAgent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Issuer, the Company or any of its Subsidiaries may act as Paying Agent or Registrar to the extent permitted under applicable laws or regulations. The Issuer shall notify the Trustee and the Trustee shall notify the Holders of the name and address of any Agent not a party to this Indenture. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture and the Notes that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.7 hereof. The Issuer initially appoint The Depository Trust Company ("DTC") appoints the Trustee to act as the Registrar and Paying Agent. If and so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and are admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and the rules of such stock exchange so require, the Issuer shall appoint BNP Paribas Securities Services, or such other Person located in Luxembourg and reasonably acceptable to the Trustee (reasonableness to be determined objectively), as the Luxembourg paying and transfer agent (together with its successor in such capacity, the “Luxembourg Paying Agent”). The Issuer initially appoints DTC to act as the Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterNotes.

Registrar and Paying Agent. The Issuers Issuer shall maintain in the continental United States an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar") ”), and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Securities Register”). The Issuers Parent Guarantor or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers initially appoint The Depository Trust Company ("DTC") to Parent Guarantor or any of its wholly-owned Restricted Subsidiaries organized in the United States may act as Depositary with respect Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar for the Notes at its corporate trust office in the United States, and as Paying Agent for the Notes at its corporate trust office in the United States. The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Global SecuritiesTrustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or Paying Agent may resign at any time upon the occurrence of any other Event of Default by written notice to the Issuers, the Registrar Issuer and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterTrustee.

Registrar and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("including any co-registrar, the “Registrar"”) and (ii) an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, United States where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served”). The Issuers may Issuer initially appoints MUFG Union Bank, N.A. as the Registrar and to act as Registrar or Notes Custodian with respect to the Notes and MUFG Union Bank, N.A. hereby accepts such appointment. The Issuer initially appoints MUFG Union Bank, N.A. as the Paying AgentAgent and MUFG Union Bank, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying AgentN.A. hereby accepts such appointment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange and, upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of such register to enable them to maintain a register of the Notes at their registered offices. The Issuers Issuer may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" “Paying Agent” includes any additional paying agent. The Issuer may change the Paying Agent, Registrar or co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with notify the Trustee in writing and the Trustee shall notify the Holders of the name and address of any Agent (including the Paying Agent) not a party to this Indenture. The Issuer or any of its Restricted Subsidiaries may act as Paying Agent, which Registrar or co-registrar. The 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 hereof that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company ("DTC") , and shall be entitled to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act appropriate compensation in accordance with such letterSection 7.6.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Note Register”). The Issuers Company may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.6. The Issuers initially appoint The Depository Trust Company ("DTC") to or any of its domestically incorporated Wholly-Owned Subsidiaries may act as Depositary with respect to Paying Agent, Registrar or transfer agent. The Company initially appoints the Global Trustee as Registrar and Paying Agent for the Securities. The Issuers initially appoint the Company may remove any Registrar or Paying Agent upon written notice to act as Securities Custodian with respect such Registrar or Paying Agent and to the Global Securities. Upon Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the occurrence of an Event of Default described in Section 5.1(e) Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (f), ii) notification to the Trustee shall, that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon the occurrence of any other Event of Default by written notice to the Issuers, the Registrar Company and the Paying AgentTrustee. The Company shall be responsible for making calculations called for under the Securities, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Securities. The Company will make the calculations in good faith. The Company will provide a schedule of its calculations to the Trustee maywhen requested by the Trustee, assume and the duties and obligations Trustee is entitled to rely conclusively on the accuracy of the Registrar and the Paying Agent hereunderCompany’s calculations without independent verification. The Trustee is authorized shall forward the Company’s calculations to enter into a letter any Holder upon the written request of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterHolder.

Registrar and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("“Registrar"”), (ii) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("“Paying Agent"”) and (iii) upon issuance of Definitive Notes, an office or agency where notices and demands to or upon the Issuers in respect of the Securities Definitive Notes may be served. The Issuers may act as Registrar or Paying Agent, except that presented for payment to the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. At the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders. The Issuers Issuer may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Issuer may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such AgentAgent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Issuer, the Company or any of its Subsidiaries may act as Paying Agent or Registrar to the extent permitted under applicable laws or regulations. The Issuer shall notify the Trustee and the Trustee shall notify the Holders of the name and address of any Agent not a party to this Indenture. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture and the Notes that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.6 hereof. The Issuer initially appoint The Depository Trust Company ("DTC") appoints the Trustee to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent. In acting under this Indenture and in connection with the Notes, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter and the Registrar shall act solely as an agent of representation the Issuer, and will not thereby assume any obligations towards or relationship of agency or trust for or with DTC any Holder except as expressly provided in the form provided to the Trustee by the Issuers and to act in accordance with such letterthis Indenture.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentpayment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoint appoints The Depository Trust Company ("“DTC"”) to act as Depositary with respect to the Global SecuritiesNotes. The Issuers Issuer initially appoint appoints the Trustee as the Registrar to act as Securities Custodian with respect to and Paying Agent for the Global Securities. Upon Notes and the occurrence of an Event of Default described in Section 5.1(e) Issuer may remove any Registrar or (f), the Trustee shall, or upon the occurrence of any other Event of Default by Paying Agent without prior notice to the IssuersHolders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar and the or Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Issuers and to act Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee.

Registrar and Paying Agent. The Issuers Issuer shall maintain in the continental United States an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar") ”), and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers initially appoint The Depository Trust Company ("DTC") to Issuer or any of its wholly owned Subsidiaries organized in the United States may act as Depositary with respect Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar for the Notes and as Paying Agent for the Notes at its corporate trust office in Minneapolis, Minnesota. The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Global SecuritiesTrustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or Paying Agent may resign at any time upon the occurrence of any other Event of Default by written notice to the Issuers, the Registrar Issuer and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterTrustee.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough United States (which may be an office of Manhattanthe Trustee or an affiliate of the Trustee, the City and State of New YorkRegistrar or co-registrar), where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange ("“Registrar"”), (b) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented or surrendered for payment ("“Paying Agent"”) and where (c) notices and demands to or upon the Issuers Company in respect of the Securities Notes and this Indenture may be served. The Issuers Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States, for such purposes. The Company may change any Paying Agent or Registrar without notice to any holder. The Company or any of its Subsidiaries may act as its own Registrar or Paying Agent, except that for Agent provided compliance with the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none proviso of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentprevious sentence. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Company, upon notice to the Trustee, may have one or more co-Registrars and one or more additional Paying Agentspaying agents reasonably acceptable to the Trustee. The term "Registrar" includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby Company initially appoint appoints the Trustee as Registrar and Paying Agent, and by its signature hereto, Agent until such time as the Trustee hereby agrees so has resigned or a successor has been appointed. Notwithstanding anything to actthe contrary herein, in no event shall the Trustee be the Company’s agent for service of legal process. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA to the extent applicable. The agreement shall implement the provisions of this Indenture that relate to such Agent, and . The Company shall furnish a copy of each such agreement to notify the Trustee. The Issuers shall promptly notify the Trustee , in writing advance, of the name and address of any such Agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company ("DTC") may remove any Registrar or Paying Agent upon written notice to act as Depositary with respect such Registrar or Paying Agent and to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence Trustee; provided, however, that no such removal shall become effective until (i) acceptance of an Event of Default described in Section 5.1(e) appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee by or (ii) notification to the Issuers and to act Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (i) above.

Registrar and Paying Agent. The Issuers Company shall maintain maintain, pursuant to Section 4.02 hereof, an office or agency in where the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Notes may be presented for payment (the "Paying Agent") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers Company in respect of the Securities Notes and this Indenture may be served. The Issuers Company shall cause to be kept at such office a register (the "Note Register") in which, subject to such reasonable regulations as it may act as Registrar or Paying Agentprescribe, except that the Company shall provide for the purposes registration of Articles III, VII Notes and IX and of transfers of Notes entitled to be registered or transferred as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentprovided herein. The Trustee, at its Corporate National Trust Office, is initially appointed Registrar shall keep a register for the purpose of the Securities registering Notes and transfers of their transfer and exchangeNotes as herein provided. The Issuers may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any co-registrar and Company may, upon written notice to the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint Trustee, change the designation of the Trustee as Registrar and Paying Agent, and by its signature heretoappoint another Person to act as Registrar for purposes of this Indenture. If any Person other than the Trustee acts as Registrar, the Trustee hereby agrees so shall have the right at any time, upon reasonable notice, to actinspect or examine the Note Register and to make such inquiries of the Registrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Person designated by the Company as Registrar or Paying Agent (including the Paying Agent) that is not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent, and shall furnish a copy of each such agreement . Prior to the Trustee. The Issuers designation of any such Person, the Company shall, by written notice (which notice shall promptly notify the Trustee in writing of include the name and address of any such AgentPerson), inform the Trustee of such designation. The Trustee, at its Corporate National Trust Office, is initially appointed Paying Agent under this Indenture. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Subject to Section 2.06(a) hereof, upon surrender for registration of transfer of any Note at an office or agency of the Company designated for such purpose, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations, of like tenor and aggregate principal amount, all as requested by the transferor. Every Note presented or surrendered for registration of transfer or for exchange shall ("DTC") to act as Depositary with respect to if so required by the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Company, the Trustee shallor the Registrar) be duly endorsed, or upon the occurrence be accompanied by a duly executed instrument of any other Event of Default by notice transfer in form satisfactory to the Issuers, the Registrar and the Paying AgentCompany, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee Registrar, by the Issuers and to act Holder thereof or such Holder's attorney duly authorized in accordance with such letterwriting.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Company may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers initially appoint The Depository Trust Company ("DTC") to or any of its Wholly-Owned Subsidiaries organized in the United States may act as Depositary with respect to the Global SecuritiesPaying Agent, Registrar or transfer agent. The Issuers Company initially appoint appoints the Trustee as Registrar and Paying Agent for the Notes. So long as U.S. Bank Trust Company, National Association acts as the Registrar to act as Securities Custodian with respect to and Paying Agent for the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Notes, the Trustee shall, Notes may be presented for registration of transfer or upon for exchange at the occurrence Corporate Trust Office of the Trustee. The Company may remove any other Event of Default by Registrar or Paying Agent without prior notice to the IssuersHolders of the Notes, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (a) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar and the or Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee by or (b) notification to the Issuers and to act Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (a) above. The Registrar or Paying Agent (if other than the Trustee) may resign at any time upon written notice to the Company and the Trustee. The Registrar or Paying Agent (if it is also the Trustee) may resign at any time upon written notice to the Company.

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

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent, and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrars. The Issuers hereby initially appoint the Trustee as (a) Registrar and Paying Agent, Agent in connection with the Securities and by its signature hereto, (b) the Trustee hereby agrees so Securities Custodian with respect to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holderthe Global Securities. The Issuers shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers initially appoint The Depository Trust Company ("DTC") to or any of their domestically organized Wholly Owned Restricted Subsidiaries may act as Depositary with respect to the Global SecuritiesPaying Agent or Registrar. The Issuers initially appoint the may remove any Registrar or Paying Agent upon written notice to act as Securities Custodian with respect such Registrar or Paying Agent and to the Global Securities. Upon the occurrence Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default appointment by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter a successor as evidenced by an appropriate agreement entered into a letter of representation with DTC in the form provided to the Trustee by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to act the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuers Company shall maintain an cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or agency and in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or exchange ("Registrar") and an any other office or agency of the Issuers Company in a Place of Payment being herein sometimes collectively referred to as the Borough of Manhattan“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the City Company shall provide for the registration of Notes and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect transfers of the Securities may be servedNotes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-Registrars and registrars. The term “Note Registrar” includes any co-registrars. The Company shall also maintain an office or agent within the United States where Notes may be presented for payment (the “Paying Agent”); provided, however, that at the option of the Company payment of interest on a Note may be made by wire transfer of immediately available funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. The Company may have one or more additional Paying Agents. The term "Registrar" includes any co-registrar paying agents, and the term "“Paying Agent" ” includes any additional Paying Agent. The Issuers hereby Company initially appoint appoints the Trustee as Registrar “Note Registrar” and “Paying Agent, and by its signature hereto, ” in connection with the Trustee hereby agrees so to actNotes until such time it has resigned or a successor has been appointed. The Issuers Company may at any time change any the Paying Agent or Note Registrar for any series of Notes without prior notice to any Holderthe Holders of Notes. The Issuers shall Company may enter into an appropriate written agency agreement with any Note Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . Any such agency agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Company fails to appoint or maintain a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuers initially appoint The Depository Trust Company ("DTC") to or any wholly-owned Domestic Subsidiary of the Company may act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, Note Registrar or transfer agent. Upon surrender for transfer of any Note at the office or agency of the Company in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Company shall execute, and the Trustee mayshall authenticate and deliver, assume in the duties name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Registrar Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Paying Agent hereunderNote Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. The Trustee is authorized Company shall not be required (i) to enter into issue, transfer or exchange any Note during a letter period beginning at the opening of representation with DTC business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Note so selected for redemption (or purchase) in the form provided to the Trustee by the Issuers and to act whole or in accordance with such letterpart.

Registrar and Paying Agent. The Issuers shall Issuer will maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("“Registrar") and ”). The Issuer will also maintain an office or agency of within the Issuers in the Borough of Manhattan, the City and State of New York, United States where Securities Notes may be presented for payment ("“Paying Agent"”) and where notices and demands to or upon provided, that at the Issuers in respect option of the Securities Issuer payment of interest on a Note may be served. The Issuers may act as Registrar or Paying Agent, except that for made by check mailed to the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none address of the Issuers Person entitled thereto as such address shall appear in the note register or any Affiliate of either the Company or Finance shall act as Paying Agentotherwise. The Registrar shall will keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have appoint one or more co-Registrars additional registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-Registrar and any additional registrar and the term "“Paying Agent" ” includes the Paying Agent and any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Issuer may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with Issuer will notify the Trustee in writing of the name and address of any Agent (including the Paying Agent) not a party to this Indenture, which . The Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. Any such agency agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Issuer fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuers Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. The Issuer initially appoint appoints The Depository Trust Company ("“DTC"”) to act as Depositary with respect to the Global SecuritiesNotes. The Issuers Issuer initially appoint appoints the Registrar Trustee to act as Securities the Registrar and Paying Agent with respect to the Notes and to act as Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described Notes, in Section 5.1(e) each case until such time as either such entity has resigned or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such lettersuccessor has been appointed.

Registrar and Paying Agent. The Issuers Corporation shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or for exchange ("Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Corporation may have one or more co-Registrars and appoint one or more additional Paying Agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee Corporation or any of its Subsidiaries may act as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any HolderRegistrar. The Issuers Corporation shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and . The Corporation shall furnish a copy of each such agreement give prompt written notice to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agent and any change in the address of such Agent. If the Issuers fail Corporation fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company ("DTC") Corporation shall provide to act as Depositary the Trustee for delivery to holders all materials required to be delivered to holders by the Corporation with respect to the Global SecuritiesSecurities under the Internal Revenue Code of 1986, as amended (the "Code") or any Treasury regulations issued thereunder, and such materials as are required to be delivered to holders by any state or local authority. The Issuers initially appoint Trustee shall deliver such materials promptly following its receipt thereof from the Registrar to act as Securities Custodian Corporation. The Corporation's agreement with any Paying Agent shall provide that the Paying Agent shall comply with all requirements of the Code, and the Treasury regulations thereunder, with respect to withholding from any payment made on the Global SecuritiesSecurities of any withholding taxes imposed thereon. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), All such withholding duties shall be performed by the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and if it is the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized Corporation shall make all filings required by any governmental authority with respect to enter into a letter of representation with DTC in payments on the form provided Securities, and promptly deliver to the Trustee by copies thereof. The Corporation initially appoints the Issuers Trustee as Registrar and to act in accordance with such letterPaying Agent.

Registrar and Paying Agent. The Issuers With respect to the Notes of each series, the Company shall maintain cause to be kept at the Corporate Trust Office of the Trustee a register (each such register being herein sometimes referred to as the “Note Register”) at an office or agency for such series in the Borough of Manhattanwhich, subject to such reasonable regulations as it may prescribe, the City and State of New York, where Securities may be presented Company shall provide for the registration of transfer or exchange ("Registrar") Notes of such series and an of transfers of Notes of such series. Such office or agency shall be the “Note Registrar” for that series of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be servedNotes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-Registrars registrars, and the term “Note Registrar” includes any co-registrars. The Company shall also maintain, with respect to the Notes of each series, an office or agency within the United States where Notes of such series may be presented for payment; provided, however, that at the option of the Company payment of interest on a Note may be made by wire transfer of immediately available funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. The Company may have one or more additional Paying Agents. The term "Registrar" includes any co-registrar paying agents, and the term "“Paying Agent" ” includes any additional Paying Agent. The Issuers hereby Company initially appoint appoints the Trustee as Registrar “Note Registrar” and “Paying Agent, and by its signature hereto, ” in connection with the Trustee hereby agrees so to actNotes until such time as it has resigned or a successor has been appointed. The Issuers Company may at any time change any the Paying Agent or Note Registrar for any series of Notes without prior notice to any Holderthe Holders of Notes. The Issuers shall Company may enter into an appropriate written agency agreement with any Note Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . Any such agency agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Company fails to appoint or maintain a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Issuers initially appoint The Depository Trust Company ("DTC") to or any wholly-owned Domestic Subsidiary of the Company may act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, Note Registrar or transfer agent. Upon surrender for transfer of any Note of any series at the office or agency of the Company in a Place of Payment for such series, in compliance with all applicable requirements of this Indenture and applicable law, the Company shall execute, and the Trustee mayshall authenticate and deliver, assume in the duties name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes of any series may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at the office or agency for such series. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Registrar Company, evidencing the same debt, and entitling the Holders thereof to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Paying Agent hereunderNote Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. The Trustee is authorized transferor shall also provide or cause to enter into a letter of representation with DTC in the form be provided to the Trustee by all information in its possession that is reasonably necessary to allow the Issuers Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on the information provided to it and shall have no responsibility to act verify or ensure the accuracy of such information. No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in accordance with connection therewith. The Company shall not be required (i) to issue, transfer or exchange Notes of any series during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes of that series selected for redemption (or purchase) under Section 1002 and ending at the close of business on the day of such lettermailing, or (ii) to transfer or exchange any such Notes so selected for redemption (or purchase) in whole or in part.

Registrar and Paying Agent. The Issuers shall maintain an office or agency (which shall be located in the Borough of ManhattanMinneapolis, the City and State of New York, Minnesota) where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”), and an office or agency where Notes (in the case of Definitive Notes) may be presented for payment (the “Paying Agent”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers Issuers, if any, in respect of the Securities Notes and this Indenture may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. If and for so long as the Trustee is not the Registrar, the Trustee shall have the right to inspect the register of the Notes during regular business hours. The Issuers may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee or any Affiliate thereof may act as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holderthe Holders. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) that is not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail to maintain a Registrar or Paying Agent, or fail to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuers initially appoint The Depository Trust Company ("DTC") to or any wholly owned Subsidiary may act as Depositary with respect to the Global SecuritiesPaying Agent, Registrar, co-registrar or transfer agent. The Issuers initially appoint the Registrar to act Trustee as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation in connection with DTC in the form provided to the Trustee by the Issuers Notes and to act in accordance with such letterthis Indenture.

Registrar and Paying Agent. The Issuers or their agent shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or exchange ("Registrar") and an office or agency a register reflecting ownership of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands Notes outstanding from time to or upon the Issuers in respect of the Securities may be servedtime. The Issuers may act as Registrar or Paying Agentwill also maintain a transfer agent. The initial transfer agent and registrar (the “Registrar”) will be, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate hereby appoint as transfer agent (the “Transfer Agent”), The Bank of either the Company or Finance shall act as Paying AgentNew York Mellon. The Registrar shall keep a register of the Securities Notes on behalf of the Issuers for so long as the Notes remain outstanding reflecting ownership of Notes outstanding from time to time and of their transfer and exchangeexchange (the “Notes Register”) and, upon written request from either of the Issuers, the Registrar shall provide the Issuers with a copy of the Notes Register to enable them to maintain a register of the Notes at their offices. The Issuers may have one or more co-Registrars registrars and one or more additional paying agents. The Paying AgentsAgents will make payments on, and the transfer agents will facilitate transfer of, Notes on behalf of the Issuers. In the event that the Notes are no longer listed, the Issuers or their agent will maintain a register reflecting ownership of the Notes. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holderregistrar. The Issuers shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail to maintain a Registrar or Any Issuer may act as Paying Agent, the Trustee shall act as suchRegistrar or transfer agent. The Issuers initially appoint The Depository Trust Company ("DTC") to act Bank of New York Mellon as Depositary with respect to the Global SecuritiesPaying Agent. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) may change any Registrar, Paying Agent or (f), the Trustee shall, or upon the occurrence of any other Event of Default by transfer agent without prior notice to the IssuersHolders, but the Issuers shall provide written notice to such Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the or Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided and to the Trustee Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar or Paying Agent, as the case may be, and delivered to act the Trustee and the passage of any waiting or notice periods required by DTC procedures, or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuers and the Trustee.

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, United States where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, New York where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar registrar, and the term "“Paying Agent" ” includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holderpaying agent. The Issuers shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 8.07. The Parent or any of its Restricted Subsidiaries may act as Paying Agent or Registrar. The Issuers initially appoint The Depository Trust Company ("“DTC"”) to act as Depositary with respect to the Global SecuritiesNotes. The Issuers initially appoint the Trustee as Registrar to act as Securities Custodian and Paying Agent in connection with respect to the Global SecuritiesNotes at the Corporate Trust Office of the Trustee. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), If the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, is no longer the Registrar and the Paying Agent, the Issuers shall provide the Trustee may, assume with access to inspect the duties Note register at all times and obligations with copies of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterNote register.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of Manhattan, the The City and State of New York, where Securities may be presented or surrendered for registration of transfer or exchange ("Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, Company where Securities may be presented or surrendered for payment ("Paying Agent") and where notices and demands to or upon the Issuers Company in respect of the Securities may be served. The Issuers Company may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII VIII, X and IX Section 4.13 and as otherwise specified in this Indenture none of Indenture, neither the Issuers or Company nor any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Company may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers Company hereby initially appoint appoints the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Company may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers Company initially appoint appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Issuers Company initially appoint appoints the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e6.1(d) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the IssuersCompany, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers Company and to act in accordance with such letter.

Registrar and Paying Agent. The Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, the City and State of New York, where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange ("“Registrar"”), (b) and an office or agency Notes may, subject to Section 2 of the Issuers in the Borough of ManhattanNotes, the City and State of New York, where Securities may be presented or surrendered for payment ("“Paying Agent"”) and where (c) notices and demands to or upon the Issuers in respect of the Securities Notes and this Indenture (other than notices and demands of the type contemplated by Section 12.09 of this Indenture) may be served. The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of the obligation to maintain or cause to be maintained an office or agency for such purposes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III3 and 9 and Sections ‎4.07 and ‎4.11, VII and IX and as otherwise specified in this Indenture none neither the Issuers nor any Affiliate of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuers, upon written notice to the Trustee, may have one or more co-Registrars registrars and one or more additional Paying AgentsAgents reasonably acceptable to the Trustee. The term "“Registrar" ” includes any co-registrar registrar, and the term "“Paying Agent" ” includes any additional Paying Agent. The Issuers hereby initially appoint appoints the Trustee as Registrar and Paying Agent, and by its signature hereto, Agent until such time as the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent has resigned or Registrar without notice to any Holdera successor has been appointed. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing writing, in advance, of the name and address of any such Agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letter.

Registrar and Paying Agent. The Co-Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, the City and State of New York, United States where Securities (a) Notes may be presented for payment or surrendered for registration of transfer or for exchange ("“Registrar"”), (b) and an office or agency Notes may, subject to Section 2 of the Issuers in the Borough of ManhattanNotes, the City and State of New York, where Securities may be presented or surrendered for payment ("“Paying Agent"”) and where (c) notices and demands to or upon the Co-Issuers in respect of the Securities Notes and this Indenture may be served. The Co-Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve either Co-Issuer of its obligation to maintain or cause to be maintained an office or agency in the United States, for such purposes. At the option of the Co-Issuers, the payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided that for Holders owning at least $100,000 aggregate principal amount of Notes that have given wire transfer instructions to the Co-Issuers at least ten (10) Business Days prior to the applicable payment date, the Co-Issuers shall make all payments of principal, interest and premium, if any, by wire transfer of immediately available funds to the accounts specified by the Holders thereof. The Company or any Subsidiary of the Company may act as Registrar or Paying Agent, except that for the purposes of Articles IIIArticle Eight, VII and IX and as otherwise specified in this Indenture none of neither the Issuers or Company nor any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Co-Issuers, upon notice to the Trustee, may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents reasonably acceptable to the Trustee. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Co-Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature heretoAgent until such time as the Trustee has resigned or a successor has been appointed. To the extent necessary, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Co-Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and . The Co-Issuers shall furnish a copy of each such agreement to notify the Trustee. The Issuers shall promptly notify the Trustee , in writing advance, of the name and address of any such Agent. If the Co-Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letter.

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

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to ”). The Corporate Trust Office shall be considered as one such office or upon the Issuers in respect agency of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that Company for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none each of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentaforesaid purposes. The Registrar shall keep a register of the Securities Notes (the “Register”) and of their transfer and exchange. The Issuers Company may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent, and the term “Registrar" ” includes any co-registrar registrars. The Company initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the term "Paying Agent" includes any additional Paying Notes, (ii) the custodian with respect to the Global Notes and (iii) Conversion Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Company may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefore pursuant to Section 7.07. The Issuers initially appoint The Depository Trust Company ("DTC") to or any of its Wholly Owned Subsidiaries that is not a Foreign Subsidiary may act as Depositary with respect Paying Agent or Registrar. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an Event of Default described in Section 5.1(e) appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee by or (2) notification to the Issuers and to act Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentpayment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint Issuer shall advise the Trustee as Registrar and Paying AgentAgent in writing five (5) Business Days prior to any interest payment date of any Additional Interest, and by its signature heretoif any, payable pursuant to the Trustee hereby agrees so to actRegistration Rights Agreement. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoint appoints The Depository Trust Company ("“DTC"”) to act as Depositary with respect to the Global SecuritiesNotes. The Issuers Issuer initially appoint appoints the Trustee as the Registrar to act as Securities Custodian with respect to and Paying Agent for the Global SecuritiesNotes. Upon the occurrence of an Event of Default described in Section 5.1(e) The Issuer may remove any Registrar or (f), the Trustee shall, or upon the occurrence of any other Event of Default by Paying Agent without prior notice to the IssuersHolders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar and the or Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Issuers and to act Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee.

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

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers have entered into a letter of representations with DTC in the form provided by DTC and the Trustee as Registrar and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (“Agent”) is hereby authorized to act in accordance with such letter and by its signature hereto, applicable procedures of DTC. Neither the Trustee hereby agrees so to act. The Issuers may at nor any time change Agent shall have responsibility for any Paying Agent actions taken or Registrar without notice to any Holdernot taken by the Depositary. The Issuers shall enter into an appropriate written agency agreement with any Registrar, Paying Agent (including the Paying Agent) or co-registrar not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers initially appoint The Depository Trust Company ("DTC") to Any Issuer, the Parent Guarantor or any of its domestically incorporated Wholly Owned Subsidiaries may act as Depositary with respect to the Global SecuritiesPaying Agent, Registrar, co-registrar or transfer agent. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Initially, the Trustee shall, or upon the occurrence of any other Event of Default by notice shall act as Registrar and Paying Agent with regard to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterNotes.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency (which shall be located in the Borough of ManhattanManhattan in The City of New York, the City and State of New York, ) where Securities Definitive Registered Notes may be presented for registration of transfer or for exchange (the "Registrar") and ), an office or agency of the Issuers (which shall be located in the Borough of Manhattan, the The City and of New York, State of New York, ) where Securities Notes may be presented for payment (the "Paying Agent") ), and an office or agency where notices and demands to or upon the Issuers Issuer in respect of the Securities Notes and this Indenture may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register containing the names and addresses of all Holders (the "Register") and of the Securities and of their transfer and exchangeexchange of Definitive Registered Notes. Any notice to be given under this Indenture or under the Notes by the Trustee or the Issuer to Holders shall be mailed by first class mail to each Holder at his address as it appears at the time of such mailing in the Register and to the Holder of a Global Note at the address of the Book-Entry Depositary referred to in Section 12.02. The Issuers Issuer may have one or more co-Registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. Except as otherwise provided herein, the Issuer or any Subsidiary thereof may act as Paying Agent. The Issuers hereby initially appoint Issuer 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. The Issuer will give prompt written notice to the Trustee as Registrar of any such designation or rescission and Paying Agent, and by its signature hereto, of any change in the Trustee hereby agrees so to actlocation of any such other office or agency. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company ("DTC") such and shall be entitled to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act appropriate compensation in accordance with such letterSection 7.07. The Issuer initially appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan located at the address set forth in Section 12.02 as Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes and this Indenture.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office offices or agency in the Borough of Manhattan, the City and State of New York, agencies where Securities Notes may be presented for registration of transfer or for exchange ("each, a “Registrar"”) and an one or more offices or agencies where the Issuer has authorized such office or agency to pay the principal of (and premium, if any) or interest on any Note on behalf of the Issuers in the Borough of ManhattanIssuer (each, the City and State of New York, where Securities may be presented for payment ("a “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served”). The Issuers may act as Registrar Issuer will also maintain one or Paying more transfer agents (the “Transfer Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep will maintain a register reflecting ownership of the Securities and of their transfer and exchangeNotes. The Issuers Issuer may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint Issuer will notify the Trustee as Registrar in writing of the name and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change address of any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture. The Issuer or any of the Issuer’s Subsidiaries, which acting as agent of the Issuer solely for this purpose, may act as Paying Agent or Registrar in respect of the Notes. The Issuer initially appoints GLAS Trust Company LLC to act as Principal Paying Agent, Transfer Agent and Registrar. GLAS Trust Company LLC hereby accepts such appointment. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying AgentAgent after reasonable notice from the Trustee, the Trustee shall act as such. The Issuers initially may appoint The Depository Trust Company ("DTC") a suitably qualified and reputable party to act as Depositary with respect such and shall be entitled to the Global Securitiesappropriate compensation therefor pursuant to Section 7.06. The Issuers initially appoint the Registrar to Issuer or any of its Subsidiaries may act as Securities Custodian with Paying Agent or Registrar in respect to of the Global SecuritiesNotes, provided that it segregates and holds in a separate trust fund for the benefit of the Holders all money held by it as paying agent. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by written notice to the IssuersTrustee, the Registrar and the Issuer may change any Paying Agent, Registrar or Transfer Agent for the Trustee mayNotes without prior notice to the Holders of such Notes. However, assume for so long as the duties and obligations Notes are listed on the Official List of the Registrar Exchange, and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided if and to the Trustee by extent that the Issuers and to act rules of The International Stock Exchange Authority Limited (the “Authority”) so require, the Issuer will notify the Authority of any change of Paying Agent, Registrar or Transfer Agent in accordance with Section 14.01 and, in the case of Definitive Registered Notes, in addition to such letterpublication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the register for the Notes, with a copy to the Trustee.

Registrar and Paying Agent. The Issuers Company shall maintain (i) an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("including any co-registrar, the “Registrar"”) and (ii) an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("payment, which shall initially be the Paying Agent") . The Paying Agent shall be responsible for paying sums due on the Notes and where notices arranging on behalf of and demands to or upon at the Issuers in respect expense of the Securities may Company for notices to be served. The Issuers may act as Registrar or Paying Agent, except that for communicated to Holders in accordance with the purposes terms of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying AgentIndenture. The Registrar shall keep a register of the Securities Notes (including the names and addresses of each Holder and the outstanding principal amounts (and stated interest) on each Note) (the “Register”) and of their transfer and exchangeexchange and facilitate any transfers or exchanges of Notes or beneficial interests in the Global Notes. No transfer may be effected unless (1) the Note is surrendered to the Registrar and either (i) the Registrar reissues the surrendered Note to the transferee holder or (ii) the Registrar issues a new Note to the transferee holder and (2) the transfer is recorded in the Register. The Issuers entries in the Register shall be conclusive absent manifest error, and the Company, the Registrar and the Holders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Holder hereunder for all purposes of this Agreement. The Company may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Registrar or co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without prior notice to any HolderHolder of a Note. The Issuers Company shall enter into an appropriate written agency agreement with notify the Trustee in writing and the Trustee shall notify the Holders of the name and address of any Agent (including the Paying Agent) not a party to this Indenture. The Company may act as Paying Agent, which Registrar or co-registrar. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture hereof that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers Company shall promptly notify the Trustee and the Agents in writing of the name and address of any such Agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Company shall direct the Trustee to act as such, and the Trustee shall act as suchbe entitled to appropriate compensation in accordance with Section 7.6. Notwithstanding anything to the contrary herein, if in the Paying Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations created hereunder or under any other agreement to a third party, the Company hereby acknowledges the potential for, and acquiesces to, such delegation. Euroclear and Clearstream have appointed The Issuers initially appoint The Depository Trust Company ("DTC") Bank Of New York Mellon, London Branch, to act as Common Depositary with respect to the Notes and The Bank Of New York Mellon, London Branch, has accepted such appointment. In the event that Definitive Notes are issued (and no Global Securities. The Issuers initially Notes remain outstanding) and the Paying Agent informs the Company that it is unable to perform its obligations under this Indenture, the Company shall forthwith appoint the Registrar to act as Securities Custodian with respect an additional agent who shall provide written notice of such to the Global SecuritiesTrustee. Upon Such additional Agent shall become the occurrence Paying Agent hereunder upon written acceptance of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon duties and obligations set forth herein. Subject to the occurrence payment by the Company to the Paying Agent of any fees, costs, expenses or other Event of Default by notice obligations owed and outstanding to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume costs and expenses (including its counsels’ fees and expenses) incurred by the duties and obligations additional Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the Registrar and identity of the additional Agent, the Paying Agent hereundershall deliver any funds then held hereunder to the additional Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.6. The Trustee is authorized Issuer shall request all forms from the relevant Depositary that are required to enter into a letter of representation with DTC in exempt payments under the form provided to the Trustee by the Issuers and to act in accordance with such letterNotes from United States federal income tax withholding.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect ”). The Corporate Trust Office of the Securities may Trustee shall be served. The Issuers may act considered as Registrar one such office or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none agency of the Issuers or any Affiliate Issuer for each of either the Company or Finance shall act as Paying Agentaforesaid purposes. The Registrar shall keep a register of the Securities Notes (the “Register”) and of their transfer and exchange. The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent, and the term “Registrar" ” includes any co-registrar registrars. The Issuer initially appoints the Trustee as (i) Registrar in connection with the Notes, (ii) the custodian with respect to the Global Notes and the term "Paying Agent" includes any additional Paying (iii) Exchange Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Issuer may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefore pursuant to Section 7.07. The Issuers initially appoint The Depository Trust Company Guarantor or any of its Wholly Owned Subsidiaries ("DTC"including the Issuer) to that is not a foreign Subsidiary may act as Depositary Paying Agent or Registrar. The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.09. The place of payment with respect to the Global Securities. The Issuers Notes shall be the City of New York, and the Company hereby initially appoint appoints the Registrar to act Trustee as Securities Custodian with respect to its Paying Agent in the Global Securities. Upon the occurrence City of an Event of Default described New York, at its Corporate Trust Office in such city, as specified in Section 5.1(e) 13.02, the intention of the Company being that the Notes shall at all times be payable in the City of New York. For the avoidance of doubt, none of the Trustee (or (fits agents), the Trustee shallPaying Agent or the Exchange Agent shall have any obligation to determine any Trading Prices, or upon market prices, the occurrence of any other Event distribution or the occurrence of Default by notice any event permitting an exchange or requiring an adjustment to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterExchange Rate.

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented or surrendered for registration of transfer or for exchange ("Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. At the option of the Issuers, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal, Redemption Price and Purchase Price of, and interest and Additional Interest (if any) on, all Global Notes and all other Notes the Holders of which own at least $1,000,000 of the aggregate principal amount of Notes outstanding and shall have provided wire transfer instructions to the Trustee or the Paying Agent. The Issuers may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to actpaying agent. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such AgentPaying Agent not a party to this Indenture. If the Issuers fail to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint may act as Paying Agent or Registrar. The Depository Trust Company Depositary shall, by acceptance of a Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. In the event that the Issuers are required to pay Additional Interest to holders of Notes pursuant to the Registration Rights Agreement, the Issuers will provide written notice ("DTCAdditional Interest Notice") to act as Depositary the Trustee of their obligation to pay Additional Interest no later than fifteen days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the Additional Interest, or with respect to the Global Securitiesnature, extent, or calculation of the amount of Additional Interest when made, or with respect to the method employed in such calculation of the Additional Interest. The Issuers initially appoint the Registrar Trustee to act as Securities the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Notes, until such time as the Trustee shall, has resigned or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such lettersuccessor has been appointed.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange ("RegistrarREGISTRAR"), (b) Notes may be presented or surrendered for payment (the "PAYING AGENT") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent"c) and where notices and demands to or upon the Issuers in respect of the Securities Notes and this Indenture may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register or registers of the Securities Notes and of their transfer and exchange. The Issuers Company, upon notice to the Trustee, 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 Agent" includes any additional Paying Agent. The Issuers hereby initially appoint Except as provided herein, the Trustee Company or any Subsidiary may act as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to actRegistrar or co-Registrar. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which Indenture and the agreement shall implement the provisions of this Indenture that relate to such Agent, Agent and shall furnish a copy incorporate the provisions of the TIA. Without limiting the foregoing, each such agreement appointing a Paying Agent must contain provisions substantially to the Trusteeeffect of Section 2.06 hereof. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail Company fails to maintain a Registrar or Paying AgentAgent or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuers initially appoint The Depository Trust Company Registrar shall keep a register (the "DTCREGISTER") of the Definitive Registered Notes and of their transfer and exchange. Any notice to be given under this Indenture or under the Notes by the Trustee or the Company to Noteholders shall be mailed by first class mail to each Holder of Definitive Registered Notes at its address as it appears at the time of such mailing in the Register, and to the Holders of the Global Notes. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Depositary with respect to the Global SecuritiesRegistrar or co-Registrar, and/or agent for service of notice and demands. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)If, at any time, the Trustee shall, or upon is not the occurrence of any other Event of Default by notice to the IssuersRegistrar, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided shall make available to the Trustee by on or before each Interest Payment Date and at such other times as the Issuers Trustee may reasonably request, the names and to act addresses of the Holders as they appear in accordance with such letterthe Register.

Registrar and Paying Agent. The Issuers Issuer shall maintain maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to this Section, an office or agency in the Borough of Manhattan, the City and State of New York, where Securities of such Series may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities of such Series may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register with respect to each Series of the Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-Registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers Issuer hereby initially appoint appoints the Trustee at its Corporate Trust Office as Registrar and Paying Agent for each Series of Securities unless another Registrar or Paying Agent, and by its signature heretoas the case may be, is appointed prior to the Trustee hereby agrees so to acttime Securities of that Series are first issued. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers initially appoint The Depository Trust Company ("DTC") to Issuer or any of its domestically organized Significant Subsidiaries may act as Depositary with respect Paying Agent or Registrar. The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(eTrustee; provided, however, that no such removal shall become effective until (1) or (f), the Trustee shall, or upon the occurrence acceptance of any other Event of Default appointment by notice to a successor as evidenced by an Amended and Restated PBGC Indenture appropriate agreement entered into by the Issuers, the Issuer and such successor Registrar and the or Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee by or (2) notification to the Issuers and to act Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Registrar or Paying Agent only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuers shall Issuer will maintain an office offices or agency in the Borough of Manhattan, the City and State of New York, agencies where Securities Notes may be presented for registration of transfer or for exchange ("each, a “Registrar"”) and an office offices or agency of the Issuers in the Borough of Manhattan, the City and State of New York, agencies where Securities Notes may be presented for payment ("each, a “Paying Agent") and where notices and demands to or upon the Issuers in respect ”). The Registrar, acting as agent of the Securities may be served. The Issuers may act as Registrar or Paying AgentIssuer solely for this purpose, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall will keep a register reflecting ownership of the Securities Definitive Registered Notes outstanding from time to time and of their transfer and exchange. The Issuers Issuer may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Issuer may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with Issuer will notify the Trustee in writing of the name and address of any Paying Agent (including the Paying Agent) not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Issuer solely for this purpose, shall act as such. The Issuer or any of its Subsidiaries, acting as agent of the Issuer solely for this purpose, may act as Paying Agent or Registrar. The Issuer initially appoints Euroclear and Clearstream to act as a Depositary with respect to the Global Notes. The Issuer initially appoints Société Générale Bank & Trust to act as Paying Agent and to act as Common Depositary with respect to the Global Notes, and initially appoints Société Générale Bank & Trust to act as the Registrar and Transfer Agent. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. Upon demand by the Issuer and for the purpose of any corporate action to be taken in respect of the Notes, the Registrar shall (at the expense of the Issuer) send a copy of the Register reflecting ownership of Definitive Registered Notes outstanding from time to time maintained by it to the Issuer and the Issuer shall keep such copy of the Register at its registered office. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially Société Générale Bank & Trust may appoint The Depository Trust Company ("DTC") a suitably qualified and reputable party to act as Depositary with respect such and shall be entitled to the Global Securities. The Issuers initially appoint the Registrar appropriate compensation therefor pursuant to act as Securities Custodian with respect to the Global SecuritiesSection 7.07. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the IssuersTrustee, the Registrar and the Issuer may change any Paying Agent, Registrar or Transfer Agent; provided, however, that in no event may the Trustee mayIssuer appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. For so long as the Notes are listed on the Irish Stock Exchange and admitted for trading on its Global Exchange Market and the rules of the Irish Stock Exchange so require, assume the duties Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a daily newspaper having a general circulation in Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange (xxx.xxx.xx) and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal will be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Registrar Agents are several and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letternot joint.

Registrar and Paying Agent. The Issuers Issuer shall maintain maintain, pursuant to Section 4.02 hereof, an office or agency in where the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Notes may be presented for payment (the "Paying Agent") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers Issuer in respect of the Securities Notes and this Indenture may be served. The Issuers Issuer shall cause to be kept at such office a register (the "Note Register") in which, subject to such reasonable regulations as it may act as Registrar or Paying Agentprescribe, except that the Issuer shall provide for the purposes registration of Articles III, VII Notes and IX and of transfers of Notes entitled to be registered or transferred as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentprovided herein. The Trustee, at its Dallas, Texas office, is initially appointed Registrar shall keep a register for the purpose of the Securities registering Notes and transfers of their transfer and exchangeNotes as herein provided. The Issuers may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any co-registrar and Issuer may, upon written notice to the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint Trustee, change the designation of the Trustee as Registrar and Paying Agent, and by its signature heretoappoint another Person to act as Registrar for purposes of this Indenture. If any Person other than the Trustee acts as Registrar, the Trustee hereby agrees so shall have the right at any time, upon reasonable notice, to actinspect or examine the Note Register and to make such inquiries of the Registrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Person designated by the Issuer as Registrar or Paying Agent (including the Paying Agent) that is not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent, and shall furnish a copy of each such agreement . Prior to the Trustee. The Issuers designation of any such Person, the Issuer shall, by written notice (which notice shall promptly notify the Trustee in writing of include the name and address of any such AgentPerson), inform the Trustee of such designation. The Trustee, at its Dallas, Texas office, is initially appointed Paying Agent under this Indenture. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company Subject to Section 2.07 hereof, upon surrender for registration of transfer of any Note at an office or agency of the Issuer designated for such purpose, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Initial Notes or Exchange Notes, as the case may be, of any authorized denomination or denominations, of like tenor and aggregate principal amount, all as requested by the transferor. Every Note presented or surrendered for registration of transfer or for exchange shall ("DTC") to act as Depositary with respect to if so required by the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Issuer, the Trustee shallor the Registrar) be duly endorsed, or upon the occurrence be accompanied by a duly executed instrument of any other Event of Default by notice transfer in form satisfactory to the Issuers, the Registrar and the Paying AgentIssuer, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee Registrar, by the Issuers and to act Holder thereof or such Holder's attorney duly authorized in accordance with such letterwriting.

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

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of ManhattanChicago, the City and State of New York, Illinois where Securities (a) Notes may be presented or surrendered for registration of transfer or for exchange ("“Registrar"”), (b) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented or surrendered for payment ("the “Paying Agent"”) and where (c) notices and demands to or upon the Issuers in respect of the Securities Notes and this Indenture may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register or registers of the Securities Notes and of their transfer and exchange. The Issuers Company, upon notice to the Trustee, 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 Agent" ” includes any additional Paying Agent. The Issuers hereby initially appoint Except as provided herein, the Trustee Company or any Subsidiary may act as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to actRegistrar or co-Registrar. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which Indenture and the agreement shall implement the provisions of this Indenture that relate to such Agent, Agent and shall furnish a copy incorporate the provisions of the TIA. Without limiting the foregoing, each such agreement appointing a Paying Agent must contain provisions substantially to the Trusteeeffect of Section 2.07. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail Company fails to maintain a Registrar or Paying AgentAgent or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuers initially appoint Registrar shall keep a register (the “Register”) of the Definitive Registered Notes and of their transfer and exchange. Any notice to be given under this Indenture or under the Notes by the Trustee or the Company to Noteholders shall be mailed by first class mail to each Holder of Definitive Registered Notes at its address as it appears at the time of such mailing in the Register, and to the Holders of the Global Notes. The Depository Trust Company ("DTC") to act hereby appoints the corporate trust office of the Trustee in Illinois located at the address set forth in Section 13.02 as Depositary Registrar, Paying Agent and Transfer Agent in Illinois with respect to the Global SecuritiesDefinitive Registered Notes. The Issuers initially appoint Company, any Subsidiary of the Registrar to Company, or any Affiliate of any of them may act as Securities Custodian with respect to the Global SecuritiesRegistrar or co-Registrar, and/or agent for service of notice and demands. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)If, at any time, the Trustee shall, or upon is not the occurrence of any other Event of Default by notice to the IssuersRegistrar, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided shall make available to the Trustee by on or before each Interest Payment Date and at such other times as the Issuers Trustee may reasonably request, the names and to act addresses of the Holders as they appear in accordance with such letterthe Register.

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration registra- tion of transfer or for exchange ("“Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("“Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes (“Note Register”) and of their transfer and exchange. The Issuers may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to actpaying agent. The Issuers may at any time change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such AgentAgent not a party to this Indenture. If the Issuers fail to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. Either Issuer or any of their Subsidiaries may act as Paying Agent or Registrar. The Issuers shall be responsible for making calculations called for under the Notes and this In- denture, including but not limited to determination of interest, redemption price, Applicable Premium, premium, if any, and any other amounts payable on the Notes. The Issuers will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Issu- ers will provide a schedule of their calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of an Issuer’s calculations without independent verification. The Trustee shall forward the Issuers’ calculations to any Holder of the Notes upon the writ- ten request of such Holder. The Issuers initially appoint The Depository Trust Company ("DTC") DTC to act as Depositary with respect to the Global SecuritiesNotes. The Issuers have entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Proce- dures. The Issuers initially appoint the Registrar Trustee to act as Securities the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterNotes.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentpayment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent; provided that failure to comply with such notification requirement shall not constitute a Default or an Event of Default. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoint The Depository Trust Company ("DTC") appoints DTC to act as Depositary with respect to the Global SecuritiesNotes. The Issuers Issuer initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), appoints the Trustee shallas Registrar, Paying Agent and Notes Custodian for the Notes. The Issuer may change any Registrar or upon the occurrence of any other Event of Default by Paying Agent without prior notice to the IssuersHolders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar and the or Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Issuers and to act Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee.

Registrar and Paying Agent. The Issuers Company shall maintain (i) an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("including any co-registrar, the “Registrar"”) and (ii) an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("“Paying Agent") ”). The Paying Agent shall be responsible for paying sums due on the Notes and where notices arranging on behalf of and demands to or upon at the Issuers in respect expense of the Securities may Company for notices to be served. The Issuers may act as Registrar or Paying Agent, except that for communicated to Holders in accordance with the purposes terms of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying AgentIndenture. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange and facilitate any transfers or exchanges of Notes or beneficial interests in the Global Notes. The Issuers Company may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Registrar or co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without prior notice to any HolderHolder of a Note. The Issuers Company shall enter into an appropriate written agency agreement with notify the Trustee in writing and the Trustee shall notify the Holders of the Notes of the name and address of any Agent (including the Paying Agent) not a party to this Indenture. The Company may act as Paying Agent, which Registrar or co-registrar. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture hereof that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers Company shall promptly notify the Trustee and the Agents in writing of the name and address of any such Agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with Section 7.6. Notwithstanding anything to the contrary herein, if in the Paying Agent’s opinion, acting reasonably, it deems it appropriate to delegate any of its roles, duties or obligations created hereunder or under any other agreement to a third party, the Company hereby acknowledges the potential for, and acquiesces to, such delegation. The Issuers initially appoint The Depository Trust Paying Agent acknowledges that in the absence of any contractual right of action between the Company ("DTC") and the Person to whom such delegation is made, the Paying Agent shall be liable for any acts or omissions committed by such Person, to the same extent as it would have been liable hereunder had it performed such acts or omissions itself. Euroclear and Clearstream have appointed Deutsche Bank AG, London Branch to act as Common Depositary with respect to the Notes and Deutsche Bank AG, London Branch has accepted such appointment. In the event that Definitive Notes are issued (and no Global Securities. The Issuers initially Notes remain outstanding) and the Paying Agent informs the Company that it is unable to perform its obligations under this Indenture, the Company shall forthwith appoint the Registrar to act as Securities Custodian with respect an additional agent who shall provide written notice of such to the Global SecuritiesTrustee. Upon Such additional Agent shall become the occurrence Paying Agent hereunder upon written acceptance of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon duties and obligations set forth herein. Subject to the occurrence payment by the Company to the Paying Agent of any fees, costs, expenses or other Event of Default by notice obligations owed and outstanding to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume costs and expenses (including its counsels’ fees and expenses) incurred by the duties and obligations additional Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the Registrar and identity of the additional Agent, the Paying Agent hereundershall deliver any funds then held hereunder to the additional Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.6. The Trustee Paying Agent shall collect all forms from the relevant Depositary that are required to exempt payments under the Notes from United States federal income tax withholding. In connection therewith, the Paying Agent shall provide the Company with a properly completed Internal Revenue Service Form W-8IMY, and the aforementioned forms shall provide that the Paying Agent is authorized acting in its capacity as intermediary with respect to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterall payments made under any Notes.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment payment. The Registrar, which shall initially be the Trustee ("Paying Agent"in such capacity, the “Registrar”) (it being understood that, in acting hereunder and where notices and demands to or upon in connection with the Issuers in respect Notes, the Registrar shall act solely as agent of the Securities may be served. The Issuers may act as Registrar Company and will not thereby assume any obligations towards or Paying Agentrelationship of agency or trust for or with any Holder), except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.6. The Issuers Issuer or any Guarantor may act as Paying Agent, Registrar or Transfer Agent. The Issuer initially appoint The Depository Trust Company ("DTC") appoints DTC to act as Depositary with respect to the Global SecuritiesNotes. The Issuers Issuer initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), appoints the Trustee shall, as Registrar and Paying Agent for the Notes. The Issuer may change any Registrar or upon the occurrence of any other Event of Default by Paying Agent without prior notice to the IssuersHolders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar and the or Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Issuers and to act Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment (the "Paying Agent") ). Initially, the Registrar and where notices and demands to or upon the Issuers Paying Agent shall be, in respect of each case, the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying AgentTrustee. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers Registrar may require a Securityholder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange (i) any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) for a period beginning 15 days before a selection of Securities to be redeemed and ending on the date of such selection or (ii) any Securities for a period beginning 15 days before an Interest Payment Date and ending on such Interest Payment Date. The Company may have one or more coCompany-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any such additional Paying Agentpaying agent. The Issuers hereby initially appoint In the Trustee event the Company shall retain any Person not a party to this Indenture as Registrar and Paying Agent, and by its signature heretoan agent hereunder, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Registrar, Paying Agent (including the Paying Agent) or Company-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers Company or any of its domestically incorporated wholly owned Subsidiaries may act as Paying Agent. The Company initially appoint The Depository Trust Company ("DTC") appoints DTC to act as Depositary with respect to the Global SecuritiesNotes. The Issuers initially appoint registered Holder of a Security may be treated as the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence owner of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterit for all purposes.

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough where Notes may be presented or surrendered for registration of Manhattan, the City transfer or for exchange (“Registrar”) and State of New York, an office or agency where Securities Notes may be presented for payment (“Paying Agent”). The Notes may be presented for registration of transfer or and exchange ("Registrar") and an office or agency at the offices of the Registrar. The Issuers will pay principal (and premium, if any) on the Notes at the Trustee’s Corporate Trust Office in the Borough of Manhattan, the City and State of New York, where Securities New York. At the option of the Issuers, payment of interest and Additional Interest may be presented for paid at the Trustee’s corporate office or by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal, Redemption Price and Purchase Price of, and interest and Additional Interest ("if any) on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to actpaying agent. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such AgentPaying Agent not a party to this Indenture. If the Issuers fail to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Either of the Issuers initially appoint The Depository Trust Company ("DTC") to or any of their Subsidiaries may act as Paying Agent or Registrar. The Depositary with respect shall, by acceptance of a Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Note shall be required to the Global Securitiesbe reflected in a book entry. The Issuers initially appoint the Registrar Trustee to act as Securities the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Notes, until such time as the Trustee shall, has resigned or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such lettersuccessor has been appointed.

Registrar and Paying Agent. The Issuers Company shall maintain maintain, pursuant to Section 4.2 hereof, an office or agency in where the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment, for registration of transfer or exchange for exchange. The Company shall cause to be kept at such office a register (the register maintained in such office being herein sometimes referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes entitled to be registered or transferred as provided herein. The Trustee, at its Corporate Trust Office, is initially appointed "Registrar") " for the purpose of registering Notes and an office or agency transfers of the Issuers in the Borough of ManhattanNotes as herein provided, the City and State of New York, where Securities may be presented for payment (as "Paying Agent"" for the payment of principal of (and premium if any), interest (including Additional Amounts, if any, and Special Interest, if any) and where notices and demands to on, or upon the Issuers other amounts due in respect of the Securities may be servedNotes as provided herein. The Issuers may act Company may, upon written notice to the Trustee, change the designation of the Trustee as Registrar or Paying AgentAgent and appoint another Person to act as Registrar for purposes of this Indenture except that, except that for the purposes of Articles Article III, VII Article XIV and IX Sections 4.7, 4.8 and as otherwise specified in this Indenture 4.14, none of the Issuers Company, any Guarantor, any Restricted Subsidiary or any Affiliate of either the Company or Finance of any Guarantor shall act as Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes If any co-registrar and the term "Paying Agent" includes any additional Paying Agent. The Issuers hereby initially appoint Person other than the Trustee acts as Registrar and Paying Agent, and by its signature heretoRegistrar, the Trustee hereby agrees so shall have the right at any time, upon reasonable notice, to actinspect or examine the Note Register and to make such inquiries of the Registrar as the Trustee shall in its discretion deem necessary or desirable in performing its duties hereunder. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Person designated by the Company as Registrar or Paying Agent (including the Paying Agent) that is not a party to this Indenture, which agreement shall incorporate the provisions of the Trust Indenture Act and shall implement the provisions of this Indenture that relate to such Registrar or Paying Agent, and shall furnish a copy of each such agreement . Prior to the Trustee. The Issuers designation of any such Person, the Company shall, by written notice (which notice shall promptly notify the Trustee in writing of include the name and address of any such AgentPerson), inform the Trustee of such designation. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Upon surrender for registration of transfer of any Note at an office or agency of the Company designated for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations, of like tenor and aggregate principal amount, all as requested by the transferor. Every Note presented or surrendered for registration of transfer or for exchange shall ("DTC") to act as Depositary with respect to if so required by the Global Securities. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Company, the Trustee shallor the Registrar) be duly endorsed, or upon the occurrence be accompanied by a duly executed instrument of any other Event of Default by notice transfer in form satisfactory to the Issuers, the Registrar and the Paying AgentCompany, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee Registrar, by the Issuers and to act Holder thereof or such Holder's attorney duly authorized in accordance with such letterwriting.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentpayment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint Issuer shall advise the Trustee as Registrar and Paying Agent, and by its signature hereto, Agent in writing five Business Days prior to any interest payment date of any Additional Interest payable pursuant to the Trustee hereby agrees so to actRegistration Rights Agreement. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers initially appoint The Depository Trust Company ("DTC") to Issuer or any Guarantor may act as Depositary with respect to the Global SecuritiesPaying Agent, Registrar or transfer agent. The Issuers Issuer initially appoint appoints U.S. Bank Trust Company, National Association as Registrar, Paying Agent and Transfer Agent for the Registrar to act as Securities Custodian with respect to the Global SecuritiesNotes. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of The Issuer may change any other Event of Default by Agent without prior notice to the IssuersHolders, but upon written notice to such Agent and to the Registrar Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and the Paying such successor Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Issuers and to act Trustee that the Trustee shall serve as Agent until the appointment of a successor in accordance with such letterclause (i) above. The Agent may resign at any time upon written notice to the Issuer and the Trustee.

Registrar and Paying Agent. The Issuers shall maintain (i) an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("including any co-registrar, the “Registrar"”) and (ii) an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, United States where Securities Notes may be presented for payment ("“Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served”). The Issuers may act as Registrar or elect to maintain a Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified Agent in this Indenture none a member state of the European Union; provided that the Issuers may not elect to maintain a paying agent in any European Union member state if the maintenance of the Paying Agent in such member state requires or any Affiliate permits the withholding or deduction of either tax pursuant to the Company or Finance shall act as Paying AgentEuropean Council Directive 2003/48/EC regarding the taxation of savings income (the “Directive”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange and, upon written request from the Issuers, the Registrar shall provide the Issuers with a copy of such register to enable them to maintain a register of the Notes at their registered offices. The Issuers may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to actpaying agent. The Issuers may at any time change any Paying Agent Agent, Registrar or Registrar co-registrar without prior notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with notify the Trustee or the Registrar in writing and the Trustee or the Registrar shall notify the Holders of the name and address of any Agent (including the Paying Agent) not a party to this Indenture. Parent Guarantor or any of its Subsidiaries may act as Paying Agent, which Registrar or co-registrar. The Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture hereof that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agent. If the Issuers fail to maintain a Registrar or Paying Agent, in accordance with this Section 2.3, or fail to give the foregoing notice, the Trustee shall act as such. The Issuers initially appoint The Depository Trust Company ("DTC") , and shall be entitled to act as Depositary appropriate compensation in accordance with respect to the Global SecuritiesSection 7.6. The Issuers initially appoint the Registrar Trustee as Registrar, Paying Agent and to act as Securities Notes Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterNotes.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("“Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("“Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. At the option of the Company, payment of interest and Additional Interest (if any) may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal, Redemption Price and Purchase Price of, and interest and Additional Interest (if any) on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent at least five Business Days before the relevant payment date. The Issuers Company may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Company may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such AgentPaying Agent not a party to this Indenture. If the Issuers fail Company fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Depositary shall, by acceptance of a Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. The Company initially appoint The Depository Trust Company ("DTC") appoints the Trustee to act as Depositary with respect to the Global Securities. The Issuers initially appoint the Registrar and Paying Agent and to act as Securities Note Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunderNotes. The Trustee is hereby authorized to enter into a letter of representation representations with DTC the Depositary in the form provided to the Trustee by the Issuers Company and to act in accordance with such letter.

Registrar and Paying Agent. The Issuers Issuer shall maintain in the continental United States an office or agency in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or for exchange ("the “Registrar") ”), and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchangeexchange (the “Securities Register”). The Issuers Parent Guarantor or any of its Restricted Subsidiaries may act as Registrar or Paying Agent. The Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Paying Agent” includes any additional paying agent and the term “Registrar" ” includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentregistrar. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers initially appoint The Depository Trust Company ("DTC") to Parent Guarantor or any of its wholly-owned Restricted Subsidiaries organized in the United States may act as Depositary with respect Paying Agent, Registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar for the Securities at its corporate trust office in the United States, and as Paying Agent for the Securities at its corporate trust office in the United States The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Global SecuritiesTrustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or Paying Agent may resign at any time upon the occurrence of any other Event of Default by written notice to the Issuers, the Registrar Issuer and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to the Trustee by the Issuers and to act in accordance with such letterTrustee.

Registrar and Paying Agent. The Issuers shall Issuer will maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("“Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("“Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall will keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Issuer may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly Issuer will notify the Trustee in writing of the name and address of any such AgentAgent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. The Issuer initially appoint appoints The Depository Trust Company ("“DTC"”) to act as Depositary with respect to the Global SecuritiesNotes. The Issuers Issuer initially appoint appoints the Registrar Trustee to act as Securities the Registrar and Paying Agent and to act as Custodian with respect to the Global SecuritiesNotes. Upon The Issuer may change the occurrence of an Event of Default described in Section 5.1(e) Paying Agent or (f), the Trustee shall, or upon the occurrence of any other Event of Default by Registrar without prior notice to the Issuersholders, and the Issuer or any of Holdings other Subsidiaries may act as Paying Agent or Registrar. For so long as the Notes are listed on the Official List of The International Stock Exchange (“TISE”) and if and to the extent the rules of TISE so require, the Registrar and the Paying AgentIssuer will notify TISE of any change of paying agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunderregistrar or transfer agent. The Trustee is authorized to enter into a letter of representation with DTC Notes will initially be issued as Global Notes registered in the form provided name of or held by DTC or its nominee and therefor payments with respect thereto will be made by wire transfer of immediately available funds to the Trustee account specified by the Issuers and to act in accordance with such letterDTC.

Registrar and Paying Agent. The Note Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, York where Securities Series B Notes may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Series B Notes may be presented for payment (the "Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent). The Registrar shall keep a register of the Securities Series B Notes and of their transfer and exchange. The Note Issuers may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holder. The Note Issuers shall enter into an appropriate written agency agreement with any Registrar, Paying Agent (including the Paying Agent) or co-registrar not a party to this Indenture, which shall incorporate the applicable terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Note Issuers shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Note Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation and indemnity therefor pursuant to Section 7.07. The Note Issuers or any of their domestically incorporated Wholly-Owned Restricted Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. The Note Issuers initially appoint the Trustee as Registrar and Paying Agent in connection with the Series B Notes. The office of the Registrar and Paying Agent for purposes of this Section 2.03 shall be at 61 Bxxxxxxx, Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Note Issuers initially appoint The Depository Trust Company ("DTC") to act as Depositary with respect to the Global SecuritiesSeries B Notes. The Issuers initially appoint the Iridium may remove any Registrar or Paying Agent upon written notice to act as Securities Custodian with respect such Registrar or Paying Agent and to the Global Securities. Upon the occurrence Trustee; provided that no such removal shall become effective until (1) acceptance of an Event of Default described in Section 5.1(e) appointment by a successor as evidenced by an appropriate agreement entered into by the Note Issuers and such successor Registrar or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee by or (2) notification to the Issuers and to act Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; 38 30 provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("“Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("“Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. At the option of the Company, payment of interest and Additional Interest (if any) may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal, Redemption Price and Purchase Price of, and interest and Additional Interest (if any) on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Trustee or the Paying Agent at least 5 days prior to date of payment. The Issuers Company may have appoint one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the term "“Paying Agent" ” includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Company may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Agent (including the Paying Agent) not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trustee. The Issuers shall promptly notify the Trustee in writing of the name and address of any such AgentPaying Agent not a party to this Indenture. If the Issuers fail Company fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Depositary shall, by acceptance of a Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Depositary (or its agent), and that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoint appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global SecuritiesNotes. The Issuers Company initially appoint appoints the Registrar Trustee to act as Securities the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunderNotes. The Trustee is hereby authorized to enter into a letter of representation representations with DTC the Depositary in the form provided to the Trustee by the Issuers Company and to act in accordance with such letter.

Registrar and Paying Agent. The Issuers shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar registrar, and the term "“Paying Agent" ” includes any additional Paying Agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers may at any time change any Paying Agent or Registrar without notice to any Holderpaying agent. The Issuers shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 8.07 hereof. The Company or any Subsidiary may act as Paying Agent or Registrar. The Issuers initially appoint the Trustee as Registrar and Paying Agent in connection with the Notes. The Issuers initially appoint The Depository Trust Company ("“DTC"”) to act as Depositary with respect to the Global SecuritiesNotes. The Issuers initially appoint All Notes issued upon any registration of transfer or exchange of Notes shall be the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and valid obligations of the Registrar Issuers evidencing the same debt, and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided entitled to the Trustee same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing. No service charge shall be imposed for any registration of transfer or exchange of Notes, but the Issuers may require payment of a sum sufficient to act cover any transfer tax or other governmental taxes and fees that may be imposed by law or the Indenture in accordance connection with such letterany registration of transfer or exchange of Notes. If the Notes are to be redeemed in part, the Issuers shall not be required (A) to register the transfer of or exchange any Notes during a period of 15 days before a selection of Notes for redemption under Section 4.02 hereof, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Further, the Issuers shall not be required to register the transfer of or exchange any Notes between a record date and the next succeeding Interest Payment Date.

Registrar and Paying Agent. The Issuers Issuer shall, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, (i) appoint an agent (the "Registrar") who shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities of such Series may be presented for registration of transfer or for exchange and ("Registrar"ii) and an office or agency of agent (the Issuers in the Borough of Manhattan, the City and State of New York, where Securities may be presented for payment ("Paying Agent") and who shall maintain an office or agency where notices and demands to or upon the Issuers in respect Securities of the Securities such Series may be served. The Issuers may act as Registrar or Paying Agent, except that presented for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentpayment. The Registrar shall shall, with respect to each Series of Securities, keep a register of the such Securities and of their transfer and exchange. The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "Registrar" includes any co-registrar registrar, and the term "Paying Agent" includes any additional Paying Agentpaying agent. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Issuer may at any time change any Registrar or Paying Agent or Registrar without notice to the Holders. In the event the Issuer shall retain any Holder. The Issuers Person not a party to this Indenture as an agent hereunder, the Issuer shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers initially appoint The Depository Trust Company ("DTC") to Issuer or any of its domestically incorporated Wholly Owned Subsidiaries may act as Depositary with respect to the Global SecuritiesPaying Agent. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f), Issuer hereby appoints the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Issuers, the initial Registrar and the Paying Agent for each Series unless another Registrar or Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided appointed prior to the Trustee by the Issuers and to act in accordance with such lettertime Securities of that Series are first issued.

Registrar and Paying Agent. The Issuers Company shall maintain an cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or agency and in the Borough of Manhattan, the City and State of New York, where Securities may be presented for registration of transfer or exchange ("Registrar") and an any other office or agency of the Issuers Company in a Place of Payment being herein sometimes collectively referred to as the Borough of Manhattan“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the City Company shall provide for the registration of Notes and State of New York, where Securities may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect transfers of the Securities may be servedNotes. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuers may have one or more co-Registrars and registrars. The term “Note Registrar” includes any co-registrars. The Company shall also maintain an office or agent within the United States where Notes may be presented for payment; provided, however, that at the option of the Company payment of interest on a Note may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. The Company may have one or more additional Paying Agents. The term "Registrar" includes any co-registrar paying agents, and the term "“Paying Agent" includes ” shall include any additional Paying Agent. The Issuers hereby Company initially appoint appoints the Trustee as Registrar “Note Registrar” and “Paying Agent” in connection with the Notes, and by its signature hereto, the Trustee hereby agrees so to actuntil such time as it has resigned or a successor has been appointed. The Issuers Company may at any time change any the Paying Agent or Note Registrar for any series of Notes without prior notice to any Holderthe Holders of Notes. The Issuers shall Company may enter into an appropriate written agency agreement with any Note Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which . Any such agency agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Company fails to appoint or maintain a Note Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 707. The Company or any wholly-owned Domestic Subsidiary of the Company may act as Paying Agent, Note Registrar or transfer agent. Upon surrender for transfer of any Note at the office or agency of the Company in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive. All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. Every Note presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration, transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. The Issuers initially appoint The Depository Trust Company shall not be required ("DTC"i) to act as Depositary with respect to issue, transfer or exchange any Note during a period beginning at the Global Securities. The Issuers initially appoint opening of business 15 Business Days before the Registrar to act as Securities Custodian with respect to day of the Global Securities. Upon mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the occurrence close of an Event business on the day of Default described in Section 5.1(e) such mailing, or (f), the Trustee shall, ii) to transfer or upon the occurrence of exchange any other Event of Default by notice to the Issuers, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC Note so selected for redemption (or purchase) in the form provided to the Trustee by the Issuers and to act whole or in accordance with such letterpart.

Registrar and Paying Agent. The Issuers Issuer shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("the “Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agent”). The Registrar shall keep a register of the Securities Notes and of their transfer and exchange. The Issuers Issuer may have one or more co-Registrars registrars and one or more additional Paying Agentspaying agents. The term "“Registrar" ” includes any co-registrar and the registrars. The term "“Paying Agent" ” includes any additional Paying Agentpaying agents. The Issuers hereby Issuer initially appoint appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee as Registrar and each Registrar, co-registrar, Paying Agent, additional paying agent or custodian (“Agent”) is hereby authorized to act in accordance with such letter and applicable procedures of DTC. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by its signature heretothe Depositary. In connection with any proposed transfer outside the book-entry system of DTC, the Issuer, the Holder or DTC shall, to the extent required by applicable tax law, provide or cause to be provided to the Trustee hereby agrees so all information that is (i) in their possession, (ii) specifically requested by the Trustee in sufficient detail to actpermit compliance with such request and (iii) necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Issuers Trustee may at any time change any Paying Agent rely on the information provided to it and shall have no responsibility to verify or Registrar without notice to any Holderensure the accuracy of such information. The Issuers shall Issuer may enter into an appropriate written agency agreement with any Registrar, Paying Agent (including the Paying Agent) or co-registrar not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Issuer shall promptly notify the Trustee in writing of the name and address of any such Agentagent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers initially appoint The Depository Trust Company ("DTC") to Issuer or any of its Subsidiaries may act as Depositary with respect to the Global SecuritiesPaying Agent, Registrar, co-registrar. The Issuers initially appoint the Registrar to act as Securities Custodian with respect to the Global Securities. Upon the occurrence of an Event of Default described in Section 5.1(e) or (f)Initially, the Trustee shallwill act as Registrar and Paying Agent with regard to the Notes. The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon the occurrence of any other Event of Default by written notice to the Issuers, the Registrar Issuer and the Paying AgentTrustee; provided, however, that the Trustee may, assume the duties and obligations of the Registrar and the may resign as Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided to or Registrar only if the Trustee by the Issuers and to act also resigns as Trustee in accordance with such letterSection 7.08.

Registrar and Paying Agent. The Issuers Company shall maintain an office or agency in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for registration of transfer or for exchange ("the “Registrar"”) and an office or agency of the Issuers in the Borough of Manhattan, the City and State of New York, where Securities Notes may be presented for payment ("Paying Agent") and where notices and demands to or upon the Issuers in respect of the Securities may be served. The Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles III, VII and IX and as otherwise specified in this Indenture none of the Issuers or any Affiliate of either the Company or Finance shall act as Paying Agentpayment. The Registrar shall keep a register of the Securities Notes and of their transfer and exchangeexchange (the “Notes Register”). The Issuers Company may have one or more co-Registrars co‑registrars and one or more additional Paying Agentspaying agents. The term "Registrar" “Paying Agent” includes any co-registrar additional paying agent and the term "Paying Agent" “Registrar” includes any additional Paying Agentco‑registrar. The Issuers hereby initially appoint the Trustee as Registrar and Paying Agent, and by its signature hereto, the Trustee hereby agrees so to act. The Issuers Company may at any time change any Paying Agent or Registrar without notice to any Holder. The Issuers Company shall enter into an appropriate written agency agreement with any Registrar or Paying Agent (including the Paying Agent) not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent, and shall furnish a copy of each such agreement to the Trusteeagent. The Issuers Company shall promptly notify the Trustee in writing of the name and address of any each such Agentagent. If the Issuers Company fail to maintain a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers Company or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Company initially appoint appoints The Depository Trust Company ("“DTC"”) to act as Depositary with respect to the Global SecuritiesNotes. The Issuers Company initially appoint appoints the Trustee as the Registrar to act as Securities Custodian with respect to and Paying Agent for the Global Securities. Upon Notes and the occurrence of an Event of Default described in Section 5.1(e) Company may remove any Registrar or (f), the Trustee shall, or upon the occurrence of any other Event of Default by Paying Agent without prior notice to the IssuersHolders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar and the or Paying Agent, as the Trustee maycase may be, assume the duties and obligations of the Registrar and the Paying Agent hereunder. The Trustee is authorized to enter into a letter of representation with DTC in the form provided delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Issuers and to act Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with such letterclause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee.