Common use of Registrar and Paying Agent Clause in Contracts

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture (other than notices and demands of the type contemplated by ‎Section 14.09 of this Indenture) may be served. The Issuer 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 Issuer Issuers of its the obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles Three ‎3 and Eight‎9 and Section ‎‎4.07, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon written notice to the Trustee, may have one or more co-registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar registrar, and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer Issuers initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the TrusteeTrustee in writing, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as its own Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or and a successor has been appointed. The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, Manhattan in The City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) and an office or agency where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (the “Paying Agent”) and (c) an office or agency where notices and demands to or upon the Issuer Issuer, if any, in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the 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 Issuer, upon notice to the Trustee, Issuer may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer initially appoints the Trustee or any Affiliate thereof may act as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedAgent. The Issuer shall enter into an appropriate agency agreement agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, 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 suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuer or any wholly owned Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent. The Issuer initially appoints the Trustee 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 Issuer shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, Manhattan in The City of New York, State of New York or the city in which the Corporate Trust Office of the Trustee is located) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) and an office or agency where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (the “Paying Agent”) and (c) an office or agency where notices and demands to or upon the Issuer Issuer, if any, in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the 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 Issuer, upon notice to the Trustee, Issuer may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer initially appoints the Trustee or any Affiliate thereof may act as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedAgent. The Issuer shall enter into an appropriate agency agreement with any Agent that is not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, 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 suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuer or any Wholly-Owned Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.07 and 4.11, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightArticle Ten, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchangeexchange and the entries in such register shall be conclusive as to the ownership of each of the Notes, absent manifest error. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained in the continental United States an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, and an office or agency where such Securities may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent). The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The Issuer, upon notice to the Trustee, Company may have appoint one or more co-registrars and one or more additional paying agents reasonably acceptable with respect to the TrusteeSecurities. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, Trustee of the name and address of any such AgentAgent not a party to this Indenture. The Company may change any Paying Agent or Registrar without notice to any Holder. If the Issuer Company fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. Nabors Bermuda or any of its Subsidiaries may act as Paying Agent or Registrar. The place of payment with respect to the Securities, in addition to the Corporate Trust Office of the Trustee, shall be an office maintained by the Company in The City of New York, and at such time, if ever, as the Securities are no longer represented by one or more Global Securities, the Company shall appoint and maintain a Paying Agent in the Borough of Manhattan, the City of New York, the intention of the Company being that, after giving effect to the procedures of the Depositary respecting payments on Global Securities, the Securities shall at all times be payable in New York, New York. The immunities, protections and exculpations available to the Trustee under this Indenture shall also be available to each Agent and each authenticating agent, and the Company’s obligations under Section 6.07 to compensate and indemnify the Trustee shall extend likewise to each Agent and each authenticating agent. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to each Global Security. The Company initially appoints the Trustee to act as Registrar with respect to each Global Security.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, Securities may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Notes Securities and this Indenture may be served. The Issuer Company may also from time to time designate one or more other offices or agencies where the Notes Securities 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 Issuer Company of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Company may act as its own Registrar or Paying Agent, Agent except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer Company nor any Affiliate of the Issuer Company shall act as Paying Agent. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The IssuerCompany, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained (i) an office or agency in the Borough of Manhattan, The the City of New York, the State of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (cii) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The the City of New York, the State of New York, where Notes may be presented for such purposes. The Issuer may act as Registrar or payment (the “Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent”). The Registrar shall keep maintain a register of the Notes (“Note Register”) and of their transfer and exchangeexchange and will make payments on and facilitate transfer of Notes on behalf of the Issuers. The Issuer, upon notice to the Trustee, Issuers may have appoint one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trusteeagents. The term “Registrar” includes any co-registrar and the registrar. The term “Paying Agent” includes the Paying Agent and any additional paying agentagents. The Issuer Issuers initially appoints the Trustee appoint DBTCA as (i) Registrar and Paying Agent until such time as in connection with the Notes and (ii) the Custodian with respect to the Global Notes. The Issuers may change the Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with in writing of the name and address of any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Covenant Parties or any of their respective Subsidiaries may act as Paying Agent or Registrar. All Agents appointed under this Indenture shall be appointed pursuant to agency agreements among the Issuers, the Trustee and the Agent, as applicable. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

Registrar and Paying Agent. The Issuer Issuers shall appoint a registrar, which shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) and a paying agent, which shall maintain an office or agency located in the Borough of Manhattan, City of New York, State of New York, where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and (c) shall maintain an office or agency where notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Issuers may have appoint one or more co-registrars and one or more additional paying agents reasonably acceptable to agents. Neither the TrusteeIssuers nor any Affiliate of the Issuers may act as Paying Agent. The term “Registrar” includes Issuers may change any Paying Agent, Registrar or co-registrar and the term “Paying Agent” includes without notice to any additional paying agentHolder. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party (or Affiliate of a party) to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, Trustee of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation pursuant to Section 7.7. The Issuers initially appoint the Trustee as Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes and The Bank of New York, 000 Xxxxxxx Xxxxxx, New York, New York 10286, as the Paying Agent's office in New York, New York.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The Issuer 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 Issuer Company of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Company or any of its Restricted Subsidiaries may act as its own Registrar or Paying Agent, except that for Agent provided compliance with the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate proviso of the Issuer shall act as Paying Agentprevious sentence. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, Manhattan in The City of New York, State of New York or the city in which the Corporate Trust Office of the Trustee is located) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) and an office or agency where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (the “Paying Agent”) and (c) an office or agency where notices and demands to or upon the Issuer Issuer, if any, in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the 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 Issuer, upon notice to the Trustee, Issuer may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer initially appoints the Trustee or any Affiliate thereof may act as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedAgent. The Issuer shall enter into an appropriate agency agreement with any Agent that is not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, 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 suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Issuer or any Wholly Owned Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, New York where (a) Senior Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Senior Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Senior Notes and this Indenture may be served. The Issuer Company may also from time to time designate one or more other offices or agencies where the Senior 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 Issuer Company of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, New York for such purposes. The Issuer Company may act as its own Registrar or Paying Agent, Agent except that for the purposes of Articles Three and EightEight and Section 4.15, neither the Issuer Company nor any Affiliate of the Issuer its Subsidiaries or Affiliates (including, without limitation, any Xxxxxx Stockholder) shall act as Paying Agent. The Registrar shall keep a register of the Senior Notes and of their transfer and exchange. The Issuer, Company upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough United States of Manhattan, The City of New York, America where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture may be served. The Issuer 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 Issuer Issuers of its their obligation to maintain or cause to be maintained an office or agency in the Borough United States of Manhattan, The City of New YorkAmerica, for such purposes. The Issuer Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.07 and 4.11, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar Registrar, as an agent of the Issuers, shall keep a register register, including ownership, of the Notes and of their transfer and exchange. The IssuerIssuers, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Issuers initially appoints appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture may be served. The Issuer 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 Issuer Issuers of its their obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Issuers initially appoints appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where Company hereby initially designates the Notes may be presented or surrendered for any or all such purposes office of State Street Bank and may from time to time rescind such designations; providedTrust Company N.A., however61 Broadway, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough 15th Floor, New York, New York 10006, Attn: Corporate Truxx Xxxxxxxx, xx xxx xxxxxx xx xxxxxx xx xxx Xxxxxgh of Manhattan, The the City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying 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 Issuer initially appoints the Trustee Company may act as Registrar and its own Paying Agent until such time as the Trustee has resigned or a successor has been appointedAgent. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed. Any of the Registrar, the Paying Agent or any other agent may resign upon 30 days' notice to the Company.

Registrar and Paying Agent. The Issuer Alderwoods shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The the City of New York, State of New York) where (a) Subordinated Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), an office or agency (bwhich shall be located in the Borough of Manhattan, the City of New York, State of New York) where Subordinated Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment of principal, premium, if any, and interest (“Paying Agent”the "PAYING AGENT"), an office or agency (which shall be located in the Borough of Manhattan, the City of New York, State of New York) where Subordinated Notes may be presented for conversion into Alderwoods Common Stock pursuant to the terms hereof (the "CONVERSION AGENT") and (c) an office or agency where notices and demands to or upon the Issuer Alderwoods in respect of the Subordinated Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Subordinated Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Alderwoods may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trusteeagents. The term “Registrar” includes any co-registrar and the term “Paying Agent” "PAYING AGENT" includes any additional paying agent. The Issuer initially appoints Alderwoods may change any Paying Agent, Registrar or co-Registrar or Conversion Agent upon 30 days' notice to the Trustee Trustee. Except as otherwise expressly provided in this Indenture, Alderwoods or any Affiliate thereof may act as Paying Agent, Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedco-Registrar or Conversion Agent. The Issuer Alderwoods shall enter into an appropriate agency agreement with any Registrar or 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. The Issuer Alderwoods shall notify the Trustee, in advance, Trustee of the name and address of any such Registrar, Paying Agent or Conversion Agent. If the Issuer Alderwoods fails to maintain a Registrar or Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.08. Alderwoods initially appoints the Trustee as Registrar, Paying Agent, Conversion Agent and agent for service of notices and demands in connection with the Subordinated Notes.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained (i) in The City of New York an office or agency in where the Borough of Manhattan, The City of New York, where (a) Dollar Notes may be presented or surrendered for registration of transfer payment (the “Dollar Notes Paying Agent”) and where notices and demands to or for exchange (“Registrar”), (b) Notes may, subject to Section 2 upon the Company in respect of the NotesDollar Notes and this Indenture may be served and (ii) in London, England an office or agency where the Euro Notes may be presented or surrendered for payment (the “Euro Notes Paying Agent”) and (c) where notices and demands to or upon the Issuer Company in respect of the Euro Notes and this Indenture may be served. The Issuer may also from time to time Company appoints Deutsche Bank Trust Company Americas as the Dollar Notes Paying Agent, until the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company appoints Deutsche Bank AG, acting through its London Branch, as the Euro Notes Paying Agent, until the Company shall designate and maintain some other offices office or agencies agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at Deutsche Bank Trust Company Americas with respect to the Dollar Notes, and Deutsche Bank AG, acting through its London Branch, with respect to the Euro Notes, and the Company hereby appoints the Deutsche Bank Trust Company Americas as its agent to receive all such presentations, surrenders, notices and demands for the Dollar Notes and Deutsche Bank AG, acting through its London Branch, as its agents to receive all such presentations, surrenders, notices and demands for the Euro Notes. The Company shall cause to be kept (i) at Deutsche Bank Trust Company Americas a register (the register maintained in such office and in any other office or agency designated pursuant to Section 4.02 being herein sometimes referred to as the “Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Register shall be open to inspection by the Trustee and the Euro Notes Paying Agent. The Dollar Notes Paying Agent is hereby initially appointed as note registrar (the “Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided If at any time, and for so long as, the Euro Notes are listed on the official list of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Company shall maintain an office or agency in Dublin, Ireland (the “Irish Paying Agent”) where the Euro Notes may be presented or surrendered for payment, where Euro Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Euro Notes and this Indenture may be served. The Irish Paying Agent, if any, shall be the Paying Agent and Registrar with respect to the Euro Notes in Dublin, Ireland, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. If the Euro Notes are listed on any securities exchange other than the Irish Stock Exchange, the Company shall satisfy any requirement of such other securities exchange as to paying agents and note registrars. If at any time and for so long as the Euro Notes are listed on the Irish Stock Exchange, the Company shall publish a notice of any change of Paying Agent or all Registrar in a newspaper having a general circulation in Dublin, Ireland. The Company may remove any Registrar or Paying Agent upon written notice to such purposes Registrar or Paying Agent and may from time to time rescind such designationsthe Trustee; provided, however, that no such designation or rescission removal shall in any manner relieve become effective until, if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement is entered into by the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for Company and such purposes. The Issuer may act as successor Registrar or Paying Agent, except that for as the purposes of Articles Three case may be, and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable delivered to the Trustee. The term “Registrar” includes A Registrar or Paying Agent may resign at any co-registrar time upon written notice to the Company and the term “Paying Agent” includes any additional paying agentTrustee. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Company will use its best efforts to maintain a Registrar Paying Agent in a member state of the European Union that will not be obliged to withhold or Paying Agent, deduct tax pursuant to any law implementing or complying with or introduced in order to conform to any European Council Directive on the Trustee shall act as suchtaxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Article Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an -------------------------- office or agency in the Borough of Manhattan, The City of New YorkYork and, if and so long as the Notes are listed, admitted or eligible for trading on a stock exchange or trading market in whatever location the rules of such stock exchange or trading market so require, where (ai) Global Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (bii) --------- Global Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and ------------ (ciii) notices and demands to or upon the Issuer in respect of the such Global Notes and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where In the event that Definitive Notes are issued, (x) Definitive Notes may be presented or surrendered for any registration of transfer or all such purposes for exchange, (y) Definitive Notes may be presented or surrendered for payment and (z) notices and demands in respect of the Definitive Notes and this Indenture may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained served at an office of the Registrar or agency the Paying Agent, as applicable, in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “"Registrar” " includes any co-registrar Registrar and the term “"Paying Agent” " includes any additional paying agentPaying Agent. The Issuer Company initially appoints the Trustee The Bank of New York as Registrar and Paying Agent until such time as the Trustee The Bank of New York has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with Company may change any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent without notice to any Holder. Payment of Accreted Value and principal will be made upon the surrender of Definitive Notes at the office of the Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Trustee Definitive Note to be transferred, a Definitive Note shall act as suchbe 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.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency where 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 where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer may also from time Company shall cause the Registrar 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchangeexchange (the "NOTE REGISTER"). The Issuer, upon notice to the Trustee, Company may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify give prompt written notice to the Trustee, in advance, Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Issuer Company fails to maintain a Registrar or Registrar, Paying AgentAgent and/or agent for service of notices and demands, the Trustee shall act as suchsuch Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands; PROVIDED, HOWEVER, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent, authenticating agent and agent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Note Register.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture (other than notices and demands of the type contemplated by ‎Section 13.09 of this Indenture) may be served. The Issuer 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 Issuer Issuers of its the obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles Three ‎3 and Eight‎9 and Section ‎‎4.07, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon written notice to the Trustee, may have one or more co-registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar registrar, and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer Issuers initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the TrusteeTrustee in writing, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“the "Registrar”"), (b) an office or agency where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“the "Paying Agent”") and (c) an office or agency where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where the Notes may , which shall 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposesYork or at the principal Corporate Trust Office of the Trustee. The Issuer may act as shall cause the Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall to keep a register of the Notes and of their transfer and exchangeexchange (the "Security Register"). The Issuer, upon notice to the Trustee, Issuer may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedAgents. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify give prompt written notice to the Trustee, in advance, Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Issuer fails to maintain a Registrar or Registrar, Paying AgentAgent and/or agent for service of notices and demands, the Trustee shall act as suchsuch Registrar, Paying Agent and/or agent for service of notices and demands. The Issuer may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Issuer and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Issuer, any Subsidiary of the Issuer, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained maintained, within the State of New York, an office or agency in where the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, an office or agency where Securities may be presented or surrendered for redemption or payment (“"Paying Agent”) "), and (c) an office or agency where notices and demands to or upon the Issuer Company in respect of the Notes Securities and this Indenture may be served. The Issuer Registrar shall keep a register (the "Register") of the Securities and of their transfer and exchange. The Register shall be open to inspection by the Company and the Trustee at all reasonable times. The Company may have one or more co-Registrars and one or more additional Paying Agents. The terms Paying Agent and Registrar include any additional paying agent and co-Registrar. The corporate trust office of the Trustee at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Corporate Trust Department, Department B, shall initially be the location for the Registrar, Paying Agent and agent for service of notice or demands on the Company. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar (if not the Trustee or the Company). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee of any change of location of such office or agency. If at any time the Company shall fail to maintain or cause to be maintained any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.02 hereof. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or agent for service of notices or demands, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or co-Registrar or agent for service of notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no . The Company will give prompt written notice to the Trustee of any such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, change in advance, of the name and address location of any such Agent. If the Issuer fails to maintain a Registrar other office or Paying Agent, the Trustee shall act as suchagency.

Registrar and Paying Agent. The Issuer Casella shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”"REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”"PAYING AGENT") and (c) notices and demands to or upon the Issuer Casella in respect of the Notes and this Indenture may be served. The Issuer Casella may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes -35- and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Issuer Casella of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Casella may act as its own Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer Casella nor any Affiliate of the Issuer Casella shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCasella, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer Casella initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Casella shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Casella shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Casella fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency where Certificated 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 where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served, in each case, located in the Borough of Manhattan, The City of New York, where State of New York. The Registrar shall keep a register containing the names and addresses of all Holders (athe "Register") Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 and of the transfer and exchange of Certificated Notes, . Any notice to be presented given under this Indenture or surrendered for payment (“under the Notes by the Trustee or the Company to Holders shall be mailed by first class mail to each Holder at its address as it appears at the time of such mailing in the Register. The Company may have one or more co-Registrars and one or more additional paying agents. The term "Paying Agent”) and (c) notices and demands to " includes any additional paying agent. Except as otherwise provided herein, the Company or upon the Issuer in respect of the Notes and this Indenture any Subsidiary thereof may be servedact as Paying Agent. The Issuer 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 . The Company will give prompt written notice to the Trustee of any such designation or rescission shall and of any change in the location of any manner relieve the Issuer of its obligation to maintain or cause to be maintained an such other office or agency in the Borough of Manhattan, The City of New York, for such purposesagency. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, Trustee of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Company initially appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan located at the address set forth in Section 11.02 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 Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, New York where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), ) and (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes). The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Section 4.06 and Section 4.10, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially hereby appoints the Trustee as the initial Registrar and Paying Agent until such time as for the Notes and the Trustee has resigned hereby agrees to so act. The Issuer will give prompt written notice to the Trustee of the name and address, and any change in the name or a successor has been appointedaddress, of each Registrar and Paying Agent. If at any time the Issuer shall fail to maintain any such required Registrar and Paying Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands and the Trustee hereby agrees to so act. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer may also from time to time designate one or more co-registrars or additional paying agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall notify in any manner relieve the Trustee, Issuer of its obligations to maintain a Registrar and Paying Agent in advance, the place so specified above for such purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name and or address of any such Agentco-registrar or additional paying agent. If Notices and demands to or upon the Issuer fails in respect of the Notes and this Indenture may be served to maintain a Registrar or Paying Agent, the Trustee shall act as suchIssuer at its address set forth in Section 12.02.

Registrar and Paying Agent. The Issuer Company shall maintain one or cause to be maintained an office more offices or agency in the Borough of Manhattan, The City of New York, agencies where (a) Notes may be presented or surrendered for registration of transfer or for exchange (each, a “Registrar”), (b) one or more offices or agencies where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (each, a “Paying Agent”) and (c) one or more offices or agencies where notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The Issuer Company will at all times maintain a Paying Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served in the United States. One of the Registrars (the “Primary Registrar”) shall keep a register of the Notes and of their transfer and exchange (the “Register”). The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented or surrendered for any or all of 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, Trustee of the name and address of any such AgentAgent not a party to this Indenture. If the Issuer Company fails to maintain a Registrar Registrar, Paying Agent or Paying Agentagent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Article 8). The Company hereby initially designates the Trustee as Paying Agent and Primary Registrar and the Corporate Trust Office of the Trustee as the place where notices and demands to or upon the Company in respect of the Notes and this Indenture are delivered.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (the “Paying Agent”) and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture may be served. The Issuer 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 Issuer Issuers of its their obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Issuers may act as their own Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer nor any Affiliate of the either Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Issuers initially appoints appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Issuers fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“Registrar”"REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, Securities may be presented or surrendered for payment (“Paying Agent”"PAYING AGENT") and (c) notices and demands to or upon the Issuer in respect of the Notes Securities and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as its own Registrar or Paying Agent, Agent except that for the purposes of Articles Three and EightEight and Sections 4.16 and 4.17, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer hereby initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Trustee is authorized to enter into a letter of representations with the Depository in the form provided by the Issuer and to act in accordance with such letter.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, United States where (a) Notes may be presented for payment or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, United States for such purposes. At the option of the Issuer, the payment of interest, if any, 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 Issuer at least ten (10) Business Days prior to the applicable payment date, the Issuer shall make all payments of principal, interest, premium, if any, by wire transfer of immediately available funds to the accounts specified by the Holders thereof. The Issuer or any subsidiary of the Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Article Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The To the extent necessary, the Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer ESH REIT shall maintain or cause to be maintained an office or agency in the Borough United States of Manhattan, The City of New York, America where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served). The Issuer ESH REIT 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 Issuer ESH REIT of its obligation to maintain or cause to be maintained an office or agency in the Borough United States of Manhattan, The City of New YorkAmerica, for such purposes. The Issuer ESH REIT or any of its Subsidiaries may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar Registrar, as an agent of ESH REIT, shall keep a register register, including ownership, of the Notes and of their transfer and exchange. The IssuerESH REIT, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer ESH REIT initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer ESH REIT shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer ESH REIT shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer ESH REIT fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough United States of Manhattan, The City of New York, America where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 in accordance with the terms of the such Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Issuers in respect of the such Notes and this Indenture may be served. The Issuer 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 Issuer Issuers of its their obligation to maintain or cause to be maintained an office or agency in the Borough United States of Manhattan, The City of New YorkAmerica, for such purposes. The Issuer Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar Registrar, as an agent of the Issuers, shall keep a register register, including ownership, of the Notes and of their transfer and exchange. The IssuerIssuers, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Issuers initially appoints appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall will maintain offices or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, agencies where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“each, a "Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”") and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented for payment (each, a "Paying Agent"). Offices or surrendered agencies of the Registrar and Paying Agent (a) for any or all such purposes and may from time to time rescind such designations; providedthe Dollar Notes, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to will be maintained an office or agency in the Borough of Manhattan, The the City of New York, and, for such purposesso long as the Dollar Notes are listed on the Luxembourg Stock Exchange and traded on the Euro MTF market of the Luxembourg Stock Exchange, in Luxembourg, and (b) for the Euro Notes, will be maintained in the Borough of Manhattan, the City of New York, in London, England and, for so long as the Euro Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Issuer may act Registrar, acting as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate agent of the Issuer shall act as Paying Agent. The Registrar shall solely for this purpose, will keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Issuer may have appoint one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trusteeagents. The term “"Registrar” " includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and may change any Paying Agent until such time as the Trustee has resigned or a successor has been appointedRegistrar without notice to any Holder. The Issuer shall enter into an appropriate agency agreement with will notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee Trustee, acting as agent of the Issuer solely for this purpose, shall act as such. The Issuer or any of its Subsidiaries, acting as agent of the Issuer solely for this purpose, may act as Registrar. The Issuer initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Dollar Global Notes and Euroclear and Clearstream to act as a Depositary with respect to the Euro Global Notes. A nominee of The Bank of New York Mellon will act as Custodian with respect to the Dollar Global Notes and as Common Depositary for the Euro Global Notes on behalf of Euroclear and Clearstream. The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent in New York and London and to act as Custodian with respect to the Global Notes, and initially appoints The Bank of New York Mellon (Luxembourg) S.A. to act as the Registrar and Paying Agent in Luxembourg.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying Agent”), (b) . The Registrar shall keep a register of the Notes may, subject to Section 2 for the recordation of the names and addresses of the Holders of the Notes, be presented or surrendered for the principal amount of each of the Notes, the date and amount of each payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture any transfer or exchange of the Notes (the “Register”). The Issuer may 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 Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be servedmade or served at the address of the Trustee set forth in Section 11.02. The 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; provided, however, that no . The Issuer will give prompt notice to the Trustee of any such designation or rescission shall and of any change in the location of any manner relieve the Issuer of its obligation to maintain or cause to be maintained an such other office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agentagency. The Issuer initially appoints designates the [Corporate Trust Office] of the Trustee specified in Section 11.02 as Registrar and Paying Agent until such time as office of the Trustee has resigned or a successor has been appointedIssuer in accordance with this Section 2.03. The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which agreement shall incorporate any applicable terms of the TIA and implement the provisions of this Indenture that relate to such Agentagent. The Issuer shall notify the Trustee, in advance, Trustee of the name and address of any such Agentagent. If the 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. Either the Issuer or any domestically organized Wholly Owned Subsidiary of the Issuer may act as Paying Agent or Registrar. The Issuer initially appoints the Trustee as Registrar and Paying Agent in connection with 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 that no such removal shall become effective until payment to such Registrar or Paying Agent of any fees due to such Person from the Issuer, other than fees which are currently being contested in good faith, and 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 to the extent that such successor is not currently a party to this Indenture. The Registrar or Paying Agent may resign at any time upon not less than three Business Days’ prior written notice to the Issuer; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture (other than notices and demands of the type contemplated by Section 12.09 of this Indenture) may be served. The Issuer 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 Issuer Issuers of its the obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightNine and Sections 4.07 and 4.11, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon written notice to the Trustee, may have one or more co-registrars and one or more additional paying agents Paying 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 Issuer Issuers initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the TrusteeTrustee in writing, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The Issuer 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 Issuer Company of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Company may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.07 and 4.11, neither the Issuer Company nor any Affiliate of the Issuer Company shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer LGII shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The the City of New York, State of New York) where (a) Subordinated Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), an office or agency (bwhich shall be located in the Borough of Manhattan, the City of New York, State of New York) where Subordinated Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment of principal, premium, if any, and interest (“Paying Agent”the "PAYING AGENT"), an office or agency (which shall be located in the Borough of Manhattan, the City of New York, State of New York) where Subordinated Notes may be presented for conversion into LGII Common Stock pursuant to the terms hereof (the "CONVERSION AGENT") and (c) an office or agency where notices and demands to or upon the Issuer LGII in respect of the Subordinated Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Subordinated Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, LGII may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trusteeagents. The term “Registrar” includes any co-registrar and the term “Paying Agent” "PAYING AGENT" includes any additional paying agent. The Issuer initially appoints LGII may change any Paying Agent, Registrar or co-Registrar or Conversion Agent upon 30 days' notice to the Trustee Trustee. Except as otherwise expressly provided in this Indenture, LGII or any Affiliate thereof may act as Paying Agent, Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedco-Registrar or Conversion Agent. The Issuer LGII shall enter into an appropriate agency agreement with any Registrar or 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. The Issuer LGII shall notify the Trustee, in advance, Trustee of the name and address of any such Registrar, Paying Agent or Conversion Agent. If the Issuer LGII fails to maintain a Registrar or Registrar, Paying Agent, Conversion Agent or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.08. LGII initially appoints the Trustee as Registrar, Paying Agent, Conversion Agent and agent for service of notices and demands in connection with the Subordinated Notes.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan in The City of New York, State of New York or The City of Chicago, State of Illinois) where Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency (which shall be located in The Borough of Manhattan, The City of New York, State of New York or The City of Chicago, State of Illinois) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“the "Paying Agent”") and (c) an office or agency where notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Issuers may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to agents. Neither of the TrusteeIssuers nor any of their respective Subsidiaries or Affiliates may act as Paying Agent. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, Trustee of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.7. The Issuers initially appoint DTC to act as Depository with respect to the Global Notes. The Issuers initially appoint the Trustee as Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes to serve until such time as the Trustee has resigned or a successor is appointed in accordance with this Indenture. No Person other than the Trustee shall serve as Paying Agent without the prior approval of the Majority Noteholders.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New YorkYork or Chicago, Illinois, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, or Chicago, Illinois, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Article Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer LNR shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer LNR in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, LNR may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional Paying Agent. LNR may act as its own Paying Agent, except that for the purposes of payments on the Notes pursuant to Section 4.14, neither LNR nor any Affiliate of LNR may act as Paying Agent. If LNR elects to act as its own paying agent. The Issuer initially appoints , LNR will notify the Trustee as Registrar of its election and Paying Agent until such time as will hold for the Trustee has resigned benefit of the Holders all assets for the payment of principal of premium, if any, or a successor has been appointedinterest on, the Notes. The Issuer LNR shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer LNR shall notify the Trustee, in advance, Trustee of the name and address of any such Agent. If the Issuer fails LNR shall fail to maintain a Registrar or Paying Agent, Agent the Trustee shall act as such. LNR initially appoints the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed. Any of the Registrar, the Paying Agent or any other agent may resign upon 30 days' notice to LNR.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, ,. The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture may be served. The Issuer 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 Issuer Issuers of its their obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Company or any Subsidiary of the Company may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Article Eight, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Issuers initially appoints appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, Securities may be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes Securities and this Indenture may be served. The Issuer Issuers may also from time to time designate one or more other offices or agencies where the Notes Securities 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 Issuer Issuers of its their obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Issuers may act as Registrar or Paying Agent, Agent except that for the purposes of Articles Three and EightEight and Sections 4.15 and 4.16, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The IssuerIssuers, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer Issuers initially appoints appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, York where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), (b) an office or agency in the City of New York and in the City of London, United Kingdom and, in the event the Notes mayare included on the Frankfurt over-the-counter market, subject to Section 2 of the Notes, in Frankfurt where Notes may be presented or surrendered for payment (“Paying Agent”) the "PAYING AGENT"), and (c) an office or agency where notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where the Notes may , which shall 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New YorkYork and, for such purposesin the event the Notes are included on the Frankfurt over-the-counter market, in Frankfurt. The Issuer may act as Company shall cause the Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall to keep a register of the Notes and of their transfer and exchangeexchange (the "NOTE REGISTER"). The Issuer, upon notice to the Trustee, Company may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify give prompt written notice to the Trustee, in advance, Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Issuer Company fails to maintain a Registrar or Registrar, Paying AgentAgent and/or agent for service of notices and demands, the Trustee shall act as suchsuch Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands; PROVIDED, HOWEVER, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent, authenticating agent and agent for service of notice and demands. The Company initially appoints the Euro Paying Agent, as Paying Agent with respect to the European 144A Global and Regulation S Global. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Note Register.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”"REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”"PAYING AGENT") and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.07 and 4.11, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “"Registrar” " includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedappointed and the Trustee hereby agrees to so initially act. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, --------- Securities may be presented or surrendered for payment (“"Paying Agent”") and (c) ------------ notices and demands to or upon the Issuer Company in respect of the Notes Securities and this Indenture may be served. The Issuer Company may also from time to time designate one or more other offices or agencies where the Notes Securities 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 Issuer Company of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Company may act as its own Registrar or Paying Agent, Agent except that for the purposes of Articles Three and EightEight and Sections 4.15 and 4.16, neither the Issuer Company nor any Affiliate of the Issuer Company shall act as Paying Agent. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The IssuerCompany, upon notice to the Trustee, may have one or more co-registrars co- Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer ------------ Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, Securities may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Notes Securities and this Indenture may be served. The Issuer Company may also from time to time designate one or more other offices or agencies where the Notes Securities 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 Issuer Company of its their obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Company may act as its own Registrar or Paying Agent, Agent except that for the purposes of Articles Three and EightEight and Sections 4.17 and 4.18, neither the Issuer Company nor any Affiliate of the Issuer Company shall act as Paying Agent. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The IssuerCompany, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Company hereby initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Trustee is authorized to enter into a letter of representations with the Depository in the form provided by the Company and to act in accordance with such letter.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, York where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“the "Registrar”"), (b) an office or agency in the City of New York where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“the "Paying Agent”) "), and (c) an office or agency where notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where the Notes may , which shall 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Company shall cause the Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall to keep a register of the Notes and of their transfer and exchangeexchange (the "Note Register"). The Issuer, upon notice to the Trustee, Company may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify give prompt written notice to the Trustee, in advance, Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Issuer Company fails to maintain a Registrar or Registrar, Paying AgentAgent and/or agent for service of notices and demands, the Trustee shall act as suchsuch Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent, authenticating agent and agent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Note Register.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”"REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”"PAYING AGENT") and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “"Registrar” " includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (““ Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (““ Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightArticle VIII, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company initially appoints the Trustee as registrar (the “Registrar”), paying agent (the “Paying Agent”) and agent for service of demand and notices in connection with the Notes. In addition, the Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”)exchange, (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. Such office shall initially be at The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City Bank of New York, for such purposes. The Issuer may act as Registrar or Paying Agent000 Xxxxxxx Xxxxxx, except that for the purposes of Articles Three and EightFloor 8W, neither the Issuer nor any Affiliate of the Issuer shall act as Paying AgentNew York, New York 10286, Attention: Corporate Trust Administration. The Registrar shall keep a register of the Notes and of their transfer and exchangeexchange (the “Register”). The IssuerCompany, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agentPaying Agent. Neither the Company nor any Affiliate of the Company may act as Paying Agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the TrusteeTrustee in writing, in advance, of the name and address of any such AgentAgent and otherwise be reasonably satisfactory to the Trustee. If the Issuer Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. Any Paying Agent or Registrar may resign upon thirty (30) days’ written notice to the Company.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in respect of clauses (a) and (b) shall be the Borough of ManhattanTrustee, The City x/x Xxxxxx Xxxxxx Trust Company of New YorkYork (770 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Corporate Trust Services), and the office or agency in respect of clause (c) shall be the Trustee, c/o United States Trust company of New York (114 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Corporate Trust Administration), unless in either case the Company shall designate and maintain some other office or agency for one or more of such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying 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 Issuer initially appoints Company may act as its own Paying Agent, except that for the Trustee purposes of payments on the Notes pursuant to Sections 4.14 and 4.15, neither the Company nor any Affiliate of the Company may act as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedAgent. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed. Any of the Registrar, the Paying Agent or any other agent may resign upon 30 days' notice to the Company.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional paying agentPaying Agent. Neither the Company nor any Affiliate of the Company may act as Paying Agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of 38 -38- the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.07. The Company initially appoints the Trustee, who has an Affiliate in New York with an office at 61 Bxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, xx Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as either of such Persons has resigned or a successor has been appointed. Any Paying Agent or Registrar may resign upon 30 days' prior written notice to the Company.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”)") which shall initially be the Corporate Trust Office, (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") which shall initially be the agency of the Trustee located in the Borough of Manhattan in the City of New York, State of New York, and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture or to or upon the Subsidiary Guarantors in respect of their Guarantee and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where served which shall initially be 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying AgentAgent or the Corporate Trust Office. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes Issuers may act as their own Paying Agent, except that for the purposes of payments on the Notes pursuant to Sections 4.15 and 4.16, neither the Issuers nor any Affiliate of the Issuers may act as Paying Agent; provided that any such co-registrar Registrar or Paying Agent shall deliver a certificate to the Trustee certifying that it agrees to perform its duties in accordance with the procedures established by the Trustee and with the term “Paying Agent” includes any additional paying agentterms of this Indenture. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, or fail to give the foregoing notice, the Trustee shall act as such. The Issuers and the Subsidiary Guarantors initially appoint the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes and the Guarantees, until such time as the Trustee has resigned or a successor has been appointed. Any of the Registrar, the Paying Agent or any other agent may resign upon 30 days' notice to the Issuers.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, Securities may be --------- presented or surrendered for payment (“"Paying Agent”") and (c) notices and ------------ demands to or upon the Issuer Issuers in respect of the Notes Securities and this Indenture may be served. The Issuer Issuers may also from time to time designate one or more other offices or agencies where the Notes Securities 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 Issuer Issuers of its their obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Issuers may act as their own Registrar or Paying Agent, Agent except that for the purposes of Articles Three and EightEight and Sections 4.17 and 4.18, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The IssuerIssuers, upon notice to the Trustee, may have one or more co-registrars co- Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer ------------ Issuers hereby initially appoints appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained maintained, within the State of New York, an office or agency in where the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, an office or agency where Securities may be presented or surrendered for redemption or payment (“"Paying Agent”) "), and (c) an office or agency where notices and demands to or upon the Issuer Company in respect of the Notes Securities and this Indenture may be served. The Issuer Registrar shall keep a register (the "Register") of the Securities and of their transfer and exchange. The Register shall be open to inspection by the Company and the Trustee at all reasonable times. The Company may have one or more co-Registrars and one or more additional Paying Agents. The terms Paying Agent and Registrar include any additional paying agent and co-Registrar. The corporate trust office of the Trustee at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Corporate Trust Department, Department B, shall initially be the location for the Registrar, Paying Agent and agent for service of notice or demands on the Company. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar (if not the -11- Trustee or the Company). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee of any change of location of such office or agency. If at any time the Company shall fail to maintain or cause to be maintained any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.02 hereof. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or agent for service of notices or demands, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or co-Registrar or agent for service of notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no . The Company will give prompt written notice to the Trustee of any such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, change in advance, of the name and address location of any such Agent. If the Issuer fails to maintain a Registrar other office or Paying Agent, the Trustee shall act as suchagency.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The New York City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“the "Registrar”"), (b) an office or agency in New York City and in Frankfurt am Main, Germany where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“collectively, the "Paying Agent”") and (c) an office or agency where notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where the Notes may , which shall 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Company shall cause the Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall to keep a register of the Notes and of their transfer and exchangeexchange (the "Note Register"). The Issuer, upon notice to the Trustee, Company may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify give prompt written notice to the Trustee, in advance, Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Issuer Company fails to maintain a Registrar or Registrar, Paying AgentAgent and/or agent for service of notices and demands, the Trustee shall act as suchsuch Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, U.S. Paying Agent, authenticating agent and agent for service of notice and demands. The Company also appoints Deutsche Bank as German Paying Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee or German Paying Agent, as the case may be, on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Note Register.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York), where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”)exchange, (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be servedserved (the “New York Presenting Agent”), which initially shall be the corporate trust office of the Trustee, which is currently located 000 Xxxxxxx Xxxxxx — 8W, New York, New York 10286, Corporate Trust Division. The Issuer may also from time to time designate one or more other offices or agencies where In addition, 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 Company shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in to maintain the Borough of Manhattan, The City of New YorkNote register, for such purposespurposes of registration of record ownership of the Notes (“Registrar”) and one or more paying agents (“Paying Agent”) for payment of the Notes. The Issuer may act Company hereby initially appoints the Trustee as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes Neither the Company nor any co-registrar and Affiliate of the term “Company may act as Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as suchsuch (provided, however, that such requirement shall not be construed to obligate the Trustee to maintain an office in New York). The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed. The Paying Agent or Registrar may resign upon 30 days notice to the Company.

Registrar and Paying Agent. The Issuer Alderwoods shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The the City of New York, State of New York) where (a) Two-Year Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), an office or agency (bwhich shall be located in the Borough of Manhattan, the City of New York, State of New York) where Two-Year Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment of principal, premium, if any, and interest (“Paying Agent”the "PAYING AGENT") and (c) an office or agency where notices and demands to or upon the Issuer Alderwoods in respect of the Two-Year Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Two-Year Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Alderwoods may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trusteeagents. The term “Registrar” includes any co-registrar and the term “Paying Agent” "PAYING AGENT" includes any additional paying agent. The Issuer initially appoints Alderwoods may change any Paying Agent, Registrar or co-Registrar upon 30 days' notice to the Trustee Trustee. Except as otherwise expressly provided in this Indenture, Alderwoods or any Affiliate thereof may act as Paying Agent, Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedco-Registrar. The Issuer Alderwoods shall enter into an appropriate agency agreement with any Registrar or 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. The Issuer Alderwoods shall notify the Trustee, in advance, Trustee of the name and address of any such Registrar or Paying Agent. If the Issuer Alderwoods fails to maintain a Registrar Registrar, Paying Agent or Paying Agentagent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.08. Alderwoods initially appoints the Trustee as Registrar, Paying Agent and agent for service of notices and demands in connection with the Two-Year Notes.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The New York City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“the "Registrar”"), (b) an office or agency in New York City and in Frankfurt am Main, Germany where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“collectively, the "Paying Agent”") and (c) an office or agency where notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where the Notes may , which shall 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Company shall cause the Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall to keep a register of the Notes and of their transfer and exchangeexchange (the "Note Register"). The Issuer, upon notice to the Trustee, Company may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify give prompt written notice to the Trustee, in advance, Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Issuer Company fails to maintain a Registrar or Registrar, Paying AgentAgent and/or agent for service of notices and demands, the Trustee shall act as suchsuch Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, U.S. Paying Agent, authenticating agent and agent for service of notice and demands. The Company also appoints Deutsche Bank as German Paying Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee or German Paying Agent, as the case may be, as on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Note Register.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”"REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”"PAYING AGENT") and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Article Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “"Registrar” " includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain (or cause appoint any Person (that satisfies the requirements of being the "Trustee" hereunder as set forth in Section 7.10) to be maintained so maintain on its behalf) an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Issuer may have one or more coCo-registrars Registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " or "Registrar" includes any additional paying agentPaying Agent or Registrar, as the case may be. The Issuer initially appoints and any of its Subsidiaries may act as the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedRegistrar. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, Trustee of the name and address of any such Agent. If the Issuer fails shall fail to maintain a Registrar or Paying Agent, Agent the Trustee shall act as such. The Issuer initially appoints the Trustee as Registrar, Paying Agent, agent for service of demands and notices in connection with the Notes and agent to so maintain the office or agency described under the first paragraph of this Section 2.03, until such time as the Trustee has resigned or a successor has been appointed. Any of the Registrar, the Paying Agent or any other agent may resign upon 30 days' notice to the Issuer. The Issuer may change any Paying Agent and Registrar without notice to the Holders.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three III, VIII and EightXI and Sections 4.10 and 4.14, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their registration of transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “"Registrar” " includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedappointed and the Trustee hereby agrees to so initially act. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall appoint a registrar, which shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) and a paying agent, which shall maintain an office or agency located in the Borough of Manhattan, City of New York, State of New York, where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and (c) shall maintain an office or agency where notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Issuers may have appoint one or more co-registrars and one or more additional paying agents reasonably acceptable to agents. Neither the TrusteeIssuers nor any Affiliate of the Issuers may act as Paying Agent. The term “Registrar” includes Issuers may change any Paying Agent, Registrar or co-registrar and the term “Paying Agent” includes without notice to any additional paying agentNoteholder. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party (or Affiliate of a party) to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, Trustee of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation pursuant to Section 7.7. The Issuers initially appoint the Trustee as Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes and State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the Paying Agent's office in New York, New York.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”"REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”"PAYING AGENT") and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Holdings or any Subsidiary of Holdings may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Article Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “"Registrar” " includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company -------------------------- shall maintain or cause to be maintained an office or agency where 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 where notices and demands ------------ to or upon the Company in respect of the Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer may also from time Company shall cause the Registrar 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchangeexchange (the "Note Register"). The Issuer, upon notice to the Trustee, Company may have one or more co-registrars Registrars ------------- and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify give prompt written notice to the Trustee, in advance, Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Issuer Company fails to maintain a Registrar or Registrar, Paying AgentAgent and/or agent for service of notices and demands, the Trustee shall act as suchsuch Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective -------- until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands; provided, -------- however, that neither the Company, a Subsidiary of the Company ------- nor an Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent, authenticating agent and agent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Note Register.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer or any Subsidiary of the Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Article Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer initially appoints the Trustee as registrar (the “Registrar”), paying agent (the “Paying Agent”) and agent for service of demand and notices in connection with the Notes. In addition, the Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”)exchange, (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. Such office shall initially be at The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City Bank of New York, for such purposes. The Issuer may act as Registrar or Paying Agent000 Xxxxxxx Xxxxxx, except that for the purposes of Articles Three and EightFloor 8W, neither the Issuer nor any Affiliate of the Issuer shall act as Paying AgentNew York, New York 10286, Attention: Corporate Trust Administration. The Registrar shall keep a register of the Notes and of their transfer and exchangeexchange (the “Register”). The Issuer, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents Paying 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 Neither the Issuer initially appoints nor any Affiliate of the Trustee Issuer may act as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedAgent. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the TrusteeTrustee in writing, in advance, of the name and address of any such AgentAgent and otherwise be reasonably satisfactory to the Trustee. If the Issuer fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. Any Paying Agent or Registrar may resign upon thirty (30) days’ written notice to the Issuer.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture (other than notices and demands of the type contemplated by Section 13.09 of this Indenture) may be served. The Issuer 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 Issuer Issuers of its the obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles Three 3 and Eight9 and Section ‎‎4.07, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon written notice to the Trustee, may have one or more co-registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar registrar, and the term “Paying Agent” includes any additional paying agentPaying Agent. The Issuer Issuers initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the TrusteeTrustee in writing, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Alderwoods shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The the City of New York, State of New York) where (a) Five-Year Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), an office or agency (bwhich shall be located in the Borough of Manhattan, the City of New York, State of New York) where Five-Year Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment of principal, premium, if any, and interest (“Paying Agent”the "PAYING AGENT") and (c) an office or agency where notices and demands to or upon the Issuer Alderwoods in respect of the Five-Year Notes and this Indenture may be servedxxxxxx. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Xhe Registrar shall keep a register of the Five-Year Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Alderwoods may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trusteeagents. The term “Registrar” includes any co-registrar and the term “Paying Agent” "PAYING AGENT" includes any additional paying agent. The Issuer initially appoints Alderwoods may change any Paying Agent, Registrar or co-Registrar upon 30 days' notice to the Trustee Trustee. Except as otherwise expressly provided in this Indenture, Alderwoods or any Affiliate thereof may act as Paying Agent, Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedco-Registrar. The Issuer Alderwoods shall enter into an appropriate agency agreement with any Registrar or 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. The Issuer Alderwoods shall notify the Trustee, in advance, Trustee of the name and address of any such Registrar or Paying Agent. If the Issuer Alderwoods fails to maintain a Registrar Registrar, Paying Agent or Paying Agentagent for sexxxxx xx xotices and demands, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation in accordance with Section 7.08. Alderwoods initially appoints the Trustee as Registrar, Paying Agent axx xxxxx xor service of notices and demands in connection with the Five-Year Notes.

Registrar and Paying Agent. The Issuer shall will maintain offices or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, agencies where (a) Notes may be presented or surrendered for registration of transfer or for exchange (each, a “Registrar”), (b) and offices or agencies where Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (each, a “Paying Agent”). Offices or agencies of the principal Paying Agent will be maintained in London, England (the “Principal Paying Agent”) and, for so long as the Notes are listed on the Luxembourg Stock Exchange and traded on the Euro MTF market of the Luxembourg Stock Exchange, in Luxembourg (c) notices and demands to the “Luxembourg Paying Agent”). Offices or upon agencies of the Registrar will be maintained in Luxembourg. The Registrar, acting as agent of the Issuer in respect solely for this purpose, will keep a register reflecting ownership of the Definitive Registered Notes and this Indenture may be served. The Issuer may also outstanding 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Issuer may have appoint one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trusteeagents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar 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 Trustee Global Notes. A nominee of The Bank of New York Mellon will act as Registrar Common Depositary for the Global Notes on behalf of Euroclear and Clearstream. The Issuer initially appoints The Bank of New York Mellon to act as Principal Paying Agent until such time and to act as Common Depositary with respect to the Global Notes, and initially appoints The Bank of New York Mellon (Luxembourg) S.A. to act as the Trustee has resigned Registrar, Transfer Agent and Luxembourg Paying 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 successor has been appointedrecord 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, which . The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Issuer shall notify the Trustee, in advance, Trustee of the name and address of any such Agentagent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall may appoint a suitably qualified and reputable party to act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent; provided, however, that in no event may the Issuer appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. For so long as the Notes are listed on the official list of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a daily newspaper having a general circulation in Luxembourg and, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal will be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, New York where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), ) and (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes). The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Section 4.06 and Section 4.10, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially hereby appoints the Trustee as the initial Registrar and Paying Agent until such time as for the Notes and the Trustee has resigned hereby agrees to so act. The Issuer will give prompt written notice to the Trustee of the name and address, and any change in the name or a successor has been appointedaddress, of each Registrar and Paying Agent. If at any time the Issuer shall fail to maintain any such required Registrar and Paying Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands and the Trustee hereby agrees to so act. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer may also from time to time designate one or more co-registrars or additional paying agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall notify in any manner relieve the Trustee, Issuer of its obligations to maintain a Registrar and Paying Agent in advance, the place so specified above for such purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name and or address of any such Agentco-registrar or additional paying agent. If Notices and demands to or upon the Issuer fails in respect of the Notes and this Indenture may be served to maintain a Registrar or Paying Agent, the Trustee shall act as suchIssuer at its address set forth in Section 11.02.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained 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 of New YorkRegistrar or co-registrar), where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this First Supplemental Indenture may be served. The Issuer 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 Issuer Company of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New YorkUnited States, for such purposes. The Issuer 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 Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agentproviso above. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. Notwithstanding anything to the contrary herein, in no event shall the Trustee be the Company’s agent for service of legal process. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this First Supplemental Indenture, which shall incorporate the terms of the TIA to the extent applicable. The agreement shall implement the provisions of this First Supplemental Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of 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 (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.

Registrar and Paying Agent. The Issuer Casella shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”"REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”"PAYING AGENT") and (c) notices and demands to or upon the Issuer Casella in respect of the Notes and this Indenture may be served. The Issuer Casella may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Issuer Casella of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Casella may act as its own Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer Casella nor any Affiliate of the Issuer Casella shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCasella, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer Casella initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Casella shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Casella shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Casella fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”)") which shall be the Corporate Trust Office, (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") which shall initially be located in the Borough of Manhattan in the City of New York, State of New York, and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture or to or upon the Subsidiary Guarantors in respect of their Guarantee and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where served which shall be 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying AgentAgent or the Corporate Trust Office. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes Issuers may act as their own Paying Agent, except that for the purposes of payments on the Notes pursuant to Sections 4.15 and 4.16, neither the Issuers nor any Affiliate of the Issuers may act as Paying Agent; provided that any such co-registrar Registrar or Paying Agent shall deliver a certificate to the Trustee certifying that it agrees to perform its duties in accordance with the procedures established by the Trustee and with the term “Paying Agent” includes any additional paying agentterms of this Indenture. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, or fail to give the foregoing notice, the Trustee shall act as such. The Issuers and the Subsidiary Guarantors initially appoint the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes and the Guarantees, until such time as the Trustee has resigned or a successor has been appointed. Any of the Registrar, the Paying Agent or any other agent may resign upon 30 days' notice to the Issuers.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as its own Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, Securities may be --------- presented or surrendered for payment (“"Paying Agent”") and (c) notices and ------------ demands to or upon the Issuer in respect of the Notes Securities and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where the Notes Securities 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 Issuer of its their obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as its own Registrar or Paying Agent, Agent except that for the purposes of Articles Three and EightEight and Sections 4.17 and 4.18, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying ------ Agent” " includes any additional paying agent. The Issuer hereby initially ----- appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Trustee is authorized to enter into a letter of representations with the Depository in the form provided by the Issuer and to act in accordance with such letter.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as its own Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or and a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture may be served. The Issuer 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 Issuer Issuers of its their obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer Issuers initially appoints appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York), which shall initially be First Trust National Association, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "New York Presenting Agent"), having a principal office at 000 Xxxx Xxxxx Xxxxxx, Xx. Xxxx, Minnesota 55101 (the "Corporate Trust Office"), where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”)exchange, (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be servedserved in addition to the Corporate Trust Office. The Issuer may also from time to time designate one or more other offices or agencies where In addition, 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 Company shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in to maintain the Borough of Manhattan, The City of New YorkNote register, for such purposespurposes of registration of record ownership of the Notes ("Registrar") and one or more paying agents ("Paying Agent") for payment of the Notes. The Issuer may act Company hereby initially appoints the Trustee as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes Neither the Company nor any co-registrar and Affiliate of the term “Company may act as Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as suchsuch (PROVIDED, HOWEVER, that such requirement shall not be construed to obligate the Trustee to maintain an office in New York). The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed. The Paying Agent or Registrar may resign upon 30 days notice to the Company.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, --------- Securities may be presented or surrendered for payment (“"Paying Agent”") and (c) ------------ notices and demands to or upon the Issuer Company in respect of the Notes Securities and this Indenture may be served. The Issuer Company may also from time to time designate one or more other offices or agencies where the Notes Securities 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 Issuer Company of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Company may act as its own Registrar or Paying Agent, Agent except that for the purposes of Articles Three and EightEight and Sections 4.15 and 4.16, neither the Issuer Company nor any Affiliate of the Issuer Company shall act as Paying Agent. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The IssuerCompany, upon notice to the Trustee, may have one or more co-registrars co- Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer ------------ Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”"REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”"PAYING AGENT") and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer or any Subsidiary of the Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Article Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “"Registrar” " includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer Issuers in respect of the Notes and this Indenture may be served. The Issuer 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 Issuer Issuers of its their obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Issuers may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.09 and 4.13, neither the Issuer Issuers nor any Affiliate of the Issuer Issuers shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerIssuers, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “"Registrar” " includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer Issuers initially appoints appoint the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“the "Registrar”"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“the "Paying Agent”") and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying 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 Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Company initially appoints Bankers Trust Company as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed, and by its acknowledgement and acceptance on the signature page hereto, Bankers Trust Company hereby agrees to so act. The Paying Agent or Registrar may resign upon 30 days written notice to the Company and the Trustee, provided that a replacement Paying Agent or Registrar, as the case may be, has been duly appointed and has agreed to act as such, or that the Trustee has assumed the duties of the Paying Agent or the Registrar, as the case may be. Upon the occurrence of an Event of Default described in Section 6.01(6) or (7), the Trustee shall, or upon the occurrence of any other Event of Default by notice to the Company, the Registrar and the Paying Agent, the Trustee may, assume the duties and obligations of the Registrar and the Paying Agent hereunder.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York), which shall initially be the agent of Firstar Bank of Minnesota, N.A., where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”)exchange, (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be servedserved (the "New York Presenting Agent"), in addition to the Corporate Trust Office which is located at Firstar Bank of Minnesota, N.A., Corporate Trust, 000 Xxxx 0xx Xxxxxx, Xx. The Issuer may also from time to time designate one or more other offices or agencies where Xxxx, Minnesota 55101. In addition, 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 Company shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in to maintain the Borough of Manhattan, The City of New YorkNote register, for such purposespurposes of registration of record ownership of the Notes ("Registrar") and one or more paying agents ("Paying Agent") for payment of the Notes. The Issuer may act Company hereby initially appoints the Trustee as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes Neither the Company nor any co-registrar and Affiliate of the term “Company may act as Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as suchsuch (provided, however, that such requirement shall not be construed to obligate the Trustee to maintain an office in New York). The Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed. The Paying Agent or Registrar may resign upon 30 days notice to the Company.

Registrar and Paying Agent. The Company and the Subsidiary Issuer shall each maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York), which shall initially be the offices of the Trustee where (a) Notes Units may be presented or surrendered for registration of transfer or for exchange (“Registrar”"REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, Units may be presented or surrendered for payment (“Paying Agent”"PAYING AGENT") and (c) notices and demands to or upon the Company and Subsidiary Issuer in respect of the Notes Units and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes Units and of their transfer and exchange. The Company and Subsidiary Issuer, upon prior written notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional paying agentPaying Agent. Neither the Issuers nor any Affiliate of the Issuers may act as Paying Agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, or fail to give the foregoing notice, the Trustee shall may act as such. The Company and Subsidiary Issuer initially appoint the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Units. The Paying Agent, Registrar or such agent for service of demands and notices may resign upon 30 days' notice to the Company.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, York where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”the "REGISTRAR"), (b) an office or agency in the City of New York and in the City of London, United Kingdom and, in the event the Notes mayare included on the Frankfurt over-the-counter market, subject to Section 2 of the Notes, in Frankfurt where Notes may be presented or surrendered for payment (“Paying Agent”) the "PAYING AGENT"), and (c) an office or agency where notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where the Notes may , which shall 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New YorkYork and, for such purposesin the event the Notes are included on the Frankfurt over-the-counter market, in Frankfurt. The Issuer may act as Company shall cause the Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall to keep a register of the Notes and of their transfer and exchangeexchange (the "NOTE REGISTER"). The Issuer, upon notice to the Trustee, Company may have one or more co-registrars co- Registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify give prompt written notice to the Trustee, in advance, Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Issuer Company fails to maintain a Registrar or Registrar, Paying AgentAgent and/or agent for service of notices and demands, the Trustee shall act as suchsuch Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; PROVIDED that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands; PROVIDED, HOWEVER, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent, authenticating agent and agent for service of notice and demands. The Company initially appoints the Euro Paying Agent, as Paying Agent with respect to the Regulation S Global. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Note Register.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in outside the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered United Kingdom for the registration of the Notes and of their transfer or for exchange (the “Registrar”), (b) an office or agency responsible for conveying payment on the Notes may, subject to Section 2 of and where the Notes, Notes may be presented or surrendered for payment (the “Paying Agent”) and (c) an office or agency where notices and or demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate appoint one or more other offices co- Registrars outside the United Kingdom and one or agencies where more additional Paying Agents. The Issuer shall maintain a Paying Agent in London, England. The Issuer or any of its Affiliates may act as Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designationsNotes; provided, however, that no such designation or rescission shall in any manner relieve neither the Issuer nor any of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may Affiliates shall act as Registrar or Paying Agent, except that Agent for the purposes of Articles Three and EightSeven. The Issuer hereby appoints (i) the office of The Bank of New York, neither Mellon, London Branch in London, England located at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX as Paying Agent (the “Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York, Mellon (Luxembourg) S.A., at 0-0, xxx Xxxxxx Xxxxxxx, Vertigo Building-Polaris, L-2453 Luxembourg, as Registrar. Each hereby accepts such appointments. The Paying Agent and Registrar are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer nor shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any Affiliate other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any subsequent Council meeting amending or supplementing those conclusions or any law implementing or complying with, or introduced in order to conform to, any such Directive. Subject to any applicable laws and regulations, the Issuer shall act as Paying Agent. The cause the Registrar shall to keep a register (the “Security Register”) at its corporate trust office outside the United Kingdom in which, subject to such reasonable regulations it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes and of their transfer and exchange. The Issuershall be notations as to whether such Notes have been paid, upon notice to the Trusteeexchanged, may have one transferred or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedcancelled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Issuer shall notify the Trustee, in advance, Trustee of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as suchagent.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The City of New York, State of New York) where (a) Notes Securi- ties may be presented or surrendered for registration of transfer or for exchange (“Registrar”the "Reg- istrar"), an office or agency (bwhich shall be located in the Borough of Man- xxxxxx, The City of New York, State of New York) Notes may, subject to Section 2 of the Notes, where Securities may be presented or surrendered pre- sented for payment (“the "Paying Agent”) "), and (c) an office or agency where notices and demands to or upon the Issuer Company in respect of the Notes Securities and this Indenture In- denture may be served. The Issuer Registrar shall keep a register or registers con- taining the names and addresses of all Holders (the "Security Register(s)") and of the transfer and exchange of Securities. Any notice to be given under this Indenture or under the Securities by the Trustee or the Company to Hold- ers shall be mailed by first class mail to each Holder at his address as it appears at the time of such mailing in the Security Register. The Company may have one or more co-Registrars and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent. Except as otherwise provided herein, the Company or any Subsidiary thereof may act as Paying Agent. The Company may also from time to time designate one or more other offices of- fices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no . The Company will give prompt written notice to the Trustee of any such designation or rescission shall and of any change in the location of any manner relieve the Issuer of its obligation to maintain or cause to be maintained an such other office or agency in the Borough of Manhattan, The City of New York, for such purposesagency. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA. The Agreement shall implement the provisions of this Indenture that relate re- late to such Agentagent. The Issuer Company shall notify the Trustee, in advance, Trustee of the name and address ad- dress of any such Agentagent. If the Issuer Company fails to maintain a Registrar or Paying Pay- ing Agent, or fails to give the foregoing notice, the Trustee shall act as such.such and shall be entitled to appropriate compensation in accordance with Sec- tion 7.07. 30

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its their obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails fail to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City city and state of New York, York where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City city and state of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Article Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Lennar shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer Lennar in respect of the Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Lennar may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " includes any additional Paying Agent. Lennar may act as its own Paying Agent, except that for the purposes of payments on the Notes pursuant to Section 4.14, neither Lennar nor any Affiliate of Lennar may act as Paying Agent. If Lennar elects to act as its own paying agent. The Issuer initially appoints , Lennar will notify the Trustee as Registrar of its election and Paying Agent until such time as will hold for the Trustee has resigned or a successor has been appointedbenefit of the Holders all assets for the payment of amounts due with respect to the Notes. The Issuer Lennar shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Lennar shall notify the Trustee, in advance, Trustee of the name and address of any such Agent. If the Issuer fails Lennar shall fail to maintain a Registrar or Paying Agent, Agent the Trustee shall act as such. Lennar initially appoints the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Notes, until such time as the Trustee has resigned or a successor has been appointed. Any of the Registrar, the Paying Agent or any other agent may resign upon 30 days' notice to Lennar.

Registrar and Paying Agent. The Issuer Issuers shall maintain or cause to be maintained an office or agency (which shall be located in the Borough of Manhattan, The Manhattan in the City of New York, State of New York) where (a) Units, or if a Separation Event has occurred, Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Units, or if a Separation Event has occurred, Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer Issuers in respect of the Units, Notes and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Units and Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, Issuers may have one or more coCo-registrars Registrars and one or more additional paying agents Paying Agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “"Paying Agent” " or "Registrar" includes any additional paying agentPaying Agent or Registrar, as the case may be. The Issuer initially appoints Issuers and any of its Subsidiaries may act as the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedRegistrar. The Issuer Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Issuer Issuers shall notify the Trustee, in advance, Trustee of the name and address of any such Agent. If the Issuer fails Issuers shall fail to maintain a Registrar or Paying Agent, Agent the Trustee shall act as such. The Issuers initially appoint the Trustee as Registrar, Paying Agent and agent for service of demands and notices in connection with the Units and Notes, until such time as the Trustee has resigned or a successor has been appointed. Any of the Registrar, the Paying Agent or any other agent may resign upon 30 days' notice to the Issuers. The Issuers may change any Paying Agent and Registrar without notice to the Holders.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes Securities may, subject to Section Paragraph 2 of the NotesSecurities, be presented or surrendered for payment (“"Paying Agent”") and (c) notices and demands to or upon the Issuer Company in respect of the Notes Securities and this Indenture may be served. The Issuer Company may also from time to time designate one or more other offices or agencies where the Notes Securities 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 Issuer Company of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer Company, and of its Subsidiaries or Holdings may act as Registrar or Paying Agent, except that for the purposes of Articles Three and EightEight and Sections 4.15 and 4.16, neither the Issuer Company nor any Affiliate of the Issuer Company shall act as Paying Agent. The Registrar shall keep a register of the Notes Securities and of their transfer and exchange. The IssuerCompany, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “"Registrar” " includes any co-registrar and the term “"Paying Agent” " includes any additional paying agent. The Issuer Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedappointed and the Trustee hereby agrees to so initially act. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained maintained, within the State of New York, an office or agency in where the Borough of Manhattan, The City of New York, where (a) Notes Securities may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, an office or agency where Securities may be presented or surrendered for redemption or payment (“"Paying Agent”) "), and (c) an office or agency where notices and demands to or upon the Issuer Company in respect of the Notes Securities and this Indenture may be served. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register (the "Register") of the Notes Securities and of their transfer and exchange. The Issuer, upon notice Register shall be open to inspection by the Trustee, Company and the Trustee at all reasonable times. The Company may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar terms Paying Agent and the term “Paying Agent” includes Registrar include any additional paying agentagent and co-Registrar. The Issuer initially appoints corporate trust office of the Trustee as Registrar and at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Corporate Trust Department, Department B, shall initially be the location for the Registrar, Paying Agent until such time as and agent for service of notice or demands on the Trustee has resigned or a successor has been appointedCompany. The Issuer Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar (if not a party to this Indenture, which the Trustee or the Company). The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Issuer Company shall give prompt written notice to the Trustee of any change of location of such office or agency. If at any time the Company shall fail to maintain or cause to be maintained any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.02 hereof. The Company shall notify the Trustee, in advance, Trustee of the name and address of any such Agentagent. If the Issuer Company fails to maintain a Registrar Registrar, Paying Agent or Paying Agentagent for service of notices or demands, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or co-Registrar or agent for service of notices and demands. rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in location of any such other office or agency.

Registrar and Paying Agent. The Issuer Company shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New Yorkagency, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“"Registrar”"), (b) Notes may, subject to Section 2 of the Notes, may be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate one Paying Agent shall not be the Company 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying AgentCompany. The Registrar shall keep a register of the Notes and of their transfer and exchange. The IssuerCompany, upon notice to the Trustee, may have one or more co-registrars Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The terms "Paying Agent" and "Transfer Agent" include any additional paying agent or transfer agent, as applicable, and the term “"Registrar” " includes any co-registrar and the term “Paying Agent” includes any additional paying agentregistrar. The Issuer initially appoints Company may change the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointedRegistrar without notice to any Holder. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company initially appoints the Trustee as Registrar and Paying Agent for the Dollar Notes, and initially appoints The Bank of New York as Paying Agent for the Euro Notes and as Registrar for the Euro Notes, in each case until such time as such entity has resigned or a successor has been appointed. So long as the Notes are listed on the Irish Stock Exchange and its rules so require, a paying agent and transfer agent (the "Irish Paying Agent") will be maintained in Ireland at all times that payments are required to be made in respect of the Notes. The Company initially appoints AIB/BNY Fund Management (Ireland) Limited, who accepts such appointment, as Irish Transfer Agent. The Company may change any Registrar, Paying Agent or Irish Transfer Agent upon written notice to such Registrar, Paying Agent or Irish Transfer Agent and to the Trustee; provided,however, that no such removal shall become effective until acceptance of an appointment by a successor as agreed by the Company and such successor Registrar, Paying Agent or Irish Transfer Agent. The Registrar, Paying Agent or Irish Transfer Agent may resign without reason by providing 30 days' written notice to the Company and the Trustee. Except as specifically provided in this Indenture, any Registrar, Paying Agent or Irish Transfer Agent will act solely as agent of the Company and will not assume any obligation or relationship of agency or trust to or with the Holders; provided that, at any time after an Event of Default in respect of the Notes has occurred or the Notes have accelerated, any Registrar, Paying Agent or Irish Transfer Agent shall, upon receipt of notice from the Trustee (a copy of which shall have been sent to the Company), act as agent of the Trustee in relation to payments to be made by or on behalf of the Trustee hereunder and (i) hold the Notes and all sums, documents and records held by them in respect of the Notes on behalf of the Trustee; or (ii) deliver the Notes and all sums, documents and records held by them in respect of the Notes to the Trustee or as the Trustee shall direct in such notice; and provided, further, that such notice shall be deemed not to apply to any documents or records which any agent is obliged by any law or regulation not to release.

Registrar and Paying Agent. The Issuer Company shall -------------------------- maintain or cause to be maintained an office or agency where 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 where notices and demands ------------ to or upon the Company in respect of the Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer may also from time Company shall cause the Registrar 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 Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchangeexchange (the "Note Register"). The Issuer, upon notice to the Trustee, Company may have one or more co-registrars Registrars ------------- and one or more additional paying agents reasonably acceptable to the TrusteePaying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer Company shall notify give prompt written notice to the Trustee, in advance, Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Issuer Company fails to maintain a Registrar or Registrar, Paying AgentAgent and/or agent for service of notices and demands, the Trustee shall act as suchsuch Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent, authenticating agent and agent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Note Register.

Registrar and Paying Agent. The Issuer shall maintain (a) an office or cause to agency where Notes may be maintained presented for registration of transfer or for exchange (the “Registrar”), (b) an office or agency in the Borough of Manhattan, The City of New York, the State of New York, where (a) the Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (the “Paying Agent”) and (c) an office or agency where notices and demands to or upon the Issuer Issuer, if any, in respect of the Notes and this Indenture may be served. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional Paying Agents. The term “Registrar” includes any co-registrars. The Issuer or any Restricted Subsidiary may act as Registrar or Paying Agent. The term “Paying Agent” includes any additional paying agent. The Issuer shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or any required co-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 7.07. The Issuer initially appoints the Trustee as Registrar and Paying Agent for service of notices and demands in connection with the Notes and this Indenture. The Issuer may change the paying agents, the registrars or the transfer agents without prior notice to the Holders. Any of the Issuer’s Wholly Owned Subsidiaries may act as a transfer agent. The 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; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, York for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.