Common use of Agent for Service; Submission to Jurisdiction; Waiver of Immunities Clause in Contracts

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Second Supplemental Indenture, each of the Issuer Company, the New Guaranteeing Subsidiary and the Company hereby submits to the non-exclusive jurisdiction of the Federal each Guarantor (i) acknowledges that it has, by separate written instrument, designated and state courts in the Borough of Manhattan in The City of New York appointed CT Corporation as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Notes, the Indenture, the First Supplemental Indenture or this Agreement Second Supplemental Indenture that may be instituted in any Federal or State court in the transactions contemplated hereby. Each State of New York, Borough of Manhattan, or brought under Federal or State securities laws or brought by the Issuer Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and the Company irrevocably and unconditionally waives any objection acknowledges that CT Corporation has accepted such designation, (ii) submits to the laying of venue jurisdiction of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim such court in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA)suit, Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit action or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation and written notice of said service to the Issuer it (mailed or the Company, delivered to its Executive Director at its principal office as the case may be, by the person serving the same to the address provided specified in Section 911.02 of the Indenture), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Each of the Issuer The Company and the Company each Guarantor further agrees agree to take any and all action action, including the execution and filing of any and all such documents and instruments as may be necessary to maintain continue such designation and appointment of such agent CT Corporation, in full force and effect so long as the Indenture shall be in full force and effect; PROVIDED that the Company may and shall (to the extent CT Corporation ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 2.08 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a period corporate service company which acts as agent for service of seven years from process for other Persons in the date ordinary course of this Agreement. If the foregoing is its business and (iii) agrees to act as agent for service or process in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of DistributionSection 2.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in parties hereto have agreed that any suit suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated herebyNotes may be instituted in any New York state or U.S. federal court in The City of New York, New York. Each The parties hereto have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the Issuer and the Company irrevocably and unconditionally waives fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Company has appointed CCS Global Solutions, Inc., 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx, 10018, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and any New York state courts in the Borough of Manhattan or U.S. federal court in The City of New York York, New York. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any of their property, the Company has irrevocably waived and irrevocably and unconditionally waives and agrees agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any such court that other manner permitted by law. The Company shall furnish to any such suit Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: Xxxxx Dorados Holdings Inc. Xx. Xxxx Xxxxxxxx 1294, Office 501 WTC Free Zone Montevideo, Uruguay (CP 11300) Attention: Xxxxxxx Xxxxxxxxxx, Chief Financial Officer To assign this Note, fill in the form below: (I) or proceeding in any such court has been brought (we) assign and transfer this Note to: and irrevocably appoint __________________ to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Your Signature (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: ______________________________ (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an inconvenient forumapproved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. Each The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian If you want to elect to have part of this Note purchased by the Company pursuant to Section 3.7 of the Issuer Indenture, state the principal amount (which must be an integral multiple of U.S.$1,000, provided that the principal amount is not less than U.S.$100,000) that you want to have purchased by the Company: U.S.$____________ Date:_________________ Your Signature: (Sign exactly as your name appears on the other side of the Note) Tax Identification No.: Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and the Company irrevocably appoints Credit Suisse (USAloan associations and credit unions with membership in an approved signature guarantee medallion program), Inc.pursuant to Exchange Act Rule 17Ad-15. [Date] Citibank, Eleven Xxxxxxx XxxxxxN.A. 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx Xxxxxx Xxxx, Xxx Xxxx, XX 00000, Xxxxxx 00000 Attention: General Counsel, as its authorized agent in Agency & Trust – Xxxxx Dorados Holdings Inc. Re: 5.875% Notes due 2027 (the Borough “Notes”) of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, Xxxxx Dorados Holdings Inc. (the “Company”) Ladies and agrees that service of process upon such agent, and written notice of said service Gentlemen: Reference is hereby made to the Issuer or the CompanyIndenture, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted dated as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES April 4, 2017 (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging as amended and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be the “Indenture”), among the Company, the Subsidiary Guarantors named therein and Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to U.S.$___________ aggregate principal amount of Notes [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note] beneficially owned by a broker-dealer in connection with resales the undersigned (the “Transferor”) to effect the transfer of Exchange Securities received such Notes in exchange for Initial an equivalent beneficial interest in the Rule 144A Global Note. In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the U.S. Securities where such Initial Securities were acquired by such broker-dealer Act of 1933, as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date amended (as defined herein“Rule 144A”), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer a transferee that receives Exchange Securities the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result transaction meeting the requirements of market-making activities Rule 144A and in accordance with applicable securities laws of any state of the United States or any other trading activities, must acknowledge that it will deliver jurisdiction. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a prospectus copy hereof to any interested party in connection any administrative or legal proceedings or official inquiry with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant respect to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale matters covered hereby. Very truly yours, [Name of such Exchange Securities. This ProspectusTransferor] By: Authorized Signature [Date] Citibank, N.A. 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx Xxxxxx Xxxx, Xxx Xxxxxx 00000 Attention: Agency & Trust – Xxxxx Dorados Holdings Inc. Re: 5.875% Notes due 2027 (the “Notes”) of Xxxxx Dorados Holdings Inc. (the “Company”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as it may be of April 4, 2017 (as amended or and supplemented from time to time, may be the “Indenture”), among the Company, the Subsidiary Guarantors named therein and Citibank, N.A., as Trustee. Capitalized terms used by a broker-dealer but not defined herein shall have the meanings given them in the Indenture. In connection with resales our proposed sale of Exchange U.S.$________ aggregate principal amount of the Notes [in the case of a transfer of an interest in a 144A Global Note: , which represent an interest in a 144A Global Note] beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result Act of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus1933, as amended or supplemented(the “Securities Act”), available and, accordingly, we represent that: (a) the offer of the Notes was not made to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions a person in the Exchange Securities may be required to deliver a prospectus.(1United States; (b) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing either (i) at the time of resalethe buy order was originated, at prices related to such prevailing market prices the transferee was outside the United States or negotiated prices. Any such resale may be made directly to purchasers we and any person acting on our behalf reasonably believed that the transferee was outside the United States or to (ii) the transaction was executed in, on or through brokers or dealers who may receive compensation the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the form of commissions or concessions from any such broker-dealer or United States; (c) no directed selling efforts have been made in the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates United States in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning contravention of the Securities Act and any profit on any such resale requirements of Exchange Securities and any commission Rule 903(b) or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(eRule 904(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus., as applicable;

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Third Supplemental Indenture, each of the Issuer Company and the Company hereby submits to the non-exclusive jurisdiction of the Federal each Guarantor (i) acknowledges that it has, by separate written instrument, designated and state courts in the Borough of Manhattan in The City of New York appointed CT Corporation System as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Notes, the Indenture or this Agreement Third Supplemental Indenture that may be instituted in any Federal or State court in the transactions contemplated hereby. Each State of New York, Borough of Manhattan, or brought under Federal or State securities laws or brought by the Issuer Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and the Company irrevocably and unconditionally waives any objection acknowledges that CT Corporation System has accepted such designation, (ii) submits to the laying of venue jurisdiction of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim such court in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA)suit, Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit action or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer it (mailed or the Company, delivered to its Executive Director at its principal office as the case may be, by the person serving the same to the address provided specified in Section 911.02 of the Indenture), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Each of the Issuer Company and the Company each Guarantor further agrees agree to take any and all action action, including the execution and filing of any and all such documents and instruments as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System, in full force and effect so long as the Indenture shall be in full force and effect; provided that the Company may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 3.08 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a period corporate service company which acts as agent for service of seven years from process for other Persons in the date ordinary course of this Agreement. If the foregoing is its business and (iii) agrees to act as agent for service of process in accordance with your understanding this Section 3.08. Such notice shall identify the name of our agreementsuch agent for process and the address of such agent for process in the Borough of Manhattan, please sign and return The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company a counterpart hereofand each New Guarantor, whereupon this instrumentif any, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer appointed and the Guarantor acting in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of DistributionSection 3.08.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby submits to the non-exclusive jurisdiction of the Federal (i) acknowledges that it has, by separate written instrument, irrevocably designated and state courts in the Borough of Manhattan in The City of New York appointed CT Corporation System as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Notes or this Agreement Indenture that may be instituted in any Federal or State court in the transactions contemplated hereby. Each Borough of Manhattan, The City of New York or brought under Federal or State securities laws or brought by the Issuer Trustee in its capacity as a trustee hereunder, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the Company irrevocably jurisdiction of any such court in any such suit or proceeding and unconditionally waives waives, to the extent possible, any objection which it may now or hereafter have to the laying of venue of any suit such proceeding or proceeding arising out any claim of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, CT Corporation System shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect and for a the continuous period of seven years from the date of this Agreement. If hereof through and including the foregoing date which is in accordance with your understanding of our agreement, please sign and return to two years after the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among date upon which the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member last of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person Notes shall be outstanding. The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant Trustee agrees to the Exchange Offer must acknowledge that it will mail or deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers copy of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were service referred to in (iii) above and actually received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning Chief Executive Officer of the Securities Act and Company at its principal office at the address set out on page 1 of this Indenture or at any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed other address previously notified in writing to be underwriting compensation under the Securities ActTrustee. The Letter of Transmittal states that, by acknowledging To the extent that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment before judgment, attachment in aid of execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its respective obligations under this Prospectus Indenture and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident Notes to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actfullest extent permitted by law. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each The Company hereby irrevocably designates and appoints SodaStream USA, Inc. as the authorized agent of the Issuer and Company upon whom process may be served in any suit, proceeding or other action against the Company hereby instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Offered Shares in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to the non-exclusive nonexclusive personal jurisdiction of the Federal any such court in respect of any such suit, proceeding or other action. Such designation and state courts appointment shall be irrevocable, unless and until a successor authorized agent in the Borough of Manhattan in The City County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any suit such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding arising out cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or relating to this Agreement any successor convention or the transactions contemplated herebytreaty. Each of the Issuer and the The Company hereby irrevocably and unconditionally waives any objection that it may have or hereafter have to the laying of venue of any suit such action or proceeding arising out of or relating to based on the Offered Shares, or this Agreement or otherwise relating to the transactions contemplated hereby offering, issuance and sale of the Offered Shares in any Federal and or state courts court sitting in the Borough of Manhattan in The City County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or any claim in any such court that any such suit action or proceeding in any such court has been brought in an inconvenient forum. Each The Company agrees that any final judgment after exhaustion of all appeals or the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough expiration of Manhattan in The City of New York upon which process may be served time to appeal in any such action or proceeding arising out of the sale of the Offered Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or proceeding, and agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon such agent, and written or notice of said service to the Issuer motion or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, other application in any such suit other manner permitted by law or proceeding. Each limit or affect the right of the Issuer and Underwriters to bring any action or proceeding against the Company or any of its property in the courts of any other jurisdiction. The Company further agrees to take any and all action action, including the execution and filing of all such instruments and documents, as may be necessary to maintain continue such designation designations and appointment of appointments or such agent substitute designations and appointments in full force and effect for a period of seven years from effect. The Company hereby agrees with the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return Underwriters to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member nonexclusive jurisdiction of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member courts of the Board State of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as New York, or the Federal courts sitting in the County of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus New York in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within action or proceeding arising from the meaning sale of the Securities Act. This Prospectus, as it may be amended Offered Shares or supplemented from time to time, may be used this Agreement brought by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The the Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities ActUnderwriters. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and The Company has agreed that any suit, action or proceeding against the Company hereby submits brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in the Borough of Manhattan, the City of New York, New York. The Company has irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the Federal fullest extent permitted by law, trial by jury and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection it may now or hereafter have to the laying of venue of any suit such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Company has appointed Xxxxxxx Inc., with an office at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and any state courts or federal court in the Borough of Manhattan in The Manhattan, the City of New York York. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Company has irrevocably waived and irrevocably and unconditionally waives and agrees agreed not to plead or claim such immunity in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each respect of its obligations under the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer Indenture or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of DistributionNotes.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby submits to the non-exclusive jurisdiction of the Federal (i) acknowledges that it has, by separate written instrument, irrevocably designated and state courts in the Borough of Manhattan in The City of New York appointed CT Corporation System as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement Indenture that may be instituted in any Federal or State court in the transactions contemplated hereby. Each Borough of Manhattan, The City of New York or brought under Federal or State securities laws or brought by the Issuer Trustee in its capacity as a trustee hereunder, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the Company irrevocably jurisdiction of any such court in any such suit or proceeding and unconditionally waives waives, to the extent possible, any objection which it may now or hereafter have to the laying of venue of any suit such proceeding or proceeding arising out any claim of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, CT Corporation System shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect so long as this Indenture shall be in full force and effect and for a the continuous period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign hereof through and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of including the date first above written. As Representative of which is 550 calendar days after the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to date upon which the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning last of the Securities Act. This Prospectus, as it may shall be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitiesoutstanding. The Trustee agrees to mail or deliver a copy of any service referred to in (iii) above to the Chairman and Chief Executive Officer of the Company at its principal office at the address set out on page 1 of this Indenture or at any other address previously notified in writing to the Trustee. To the extent that the Company has agreed thator hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, for a period attachment before judgment, attachment in aid of [·] days after the Expiration Date (as defined herein)execution or otherwise) with respect to itself or its property, it will make hereby irrevocably waives such immunity in respect of its respective obligations under this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Indenture and the Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used fullest extent permitted by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actlaw. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each The Company agrees that any legal suit, action or proceeding brought by the Initial Purchasers or any person controlling an Initial Purchaser arising out of or based upon this Agreement may be instituted in any state or federal court in the Issuer Borough of Manhattan, The City of New York, State of New York, waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim such court in any such court that suit, action or proceeding. The Company hereby irrevocably designates and appoints CT Corporation System (or any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of successor entity) as the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its Company’s authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit suit, action or proceeding, proceeding in any such court and agrees that service of process upon CT Corporation System (or such agentsuccessor entity) at its office at 00 Xxxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, The City of New York, State of New York, as the Company may designate by written notice to the Initial Purchasers), and written notice of said service to the Issuer Company mailed or the Companydelivered to 00 Xxxxxxxxxx Xxxxxx Xxxx, as the case may beXxxxx 000, by the person serving the same to the address provided in Section 9Xxxxxxx, Xxxxxxx X0X 0X0, Attention: General Counsel, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Company in any such suit suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such Said designation and appointment of such agent in full force and effect shall be irrevocable for a period of seven ten years from the date of this Agreement. If The Company agrees to take all action as may be necessary to continue the foregoing is designation and appointment of CT Corporation System, or any successor entity in accordance full force and effect so that the Company shall at all times during such period have an agent for service of process for the above purposes in the Borough of Manhattan, The City of New York, State of New York. Nothing herein shall affect the right of the Initial Purchasers or any person controlling an Initial Purchaser to serve process in any manner permitted by law or limit the right of the Initial Purchasers or any person controlling an Initial Purchaser to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with your understanding respect to itself or its property, it hereby irrevocably waives such immunity in respect of our agreementthis Agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that fullest extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributionlaw.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby and each Subsidiary Guarantor (i) irrevocably designates and appoints, and acknowledges that it has irrevocably designated and appointed, CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities, the Subsidiary Guarantees or this Indenture that may be instituted in any United States federal or New York state court in The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, subject to Section 6.07, any Holder of Securities or Subsidiary Guarantees in any United States federal or New York state court in The City of New York, (ii) submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim such court in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA)suit, Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit action or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer Company (mailed or the Company, as the case may be, by the person serving the same delivered to the address provided its Secretary at its principal office specified in Section 913.01), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Company in any such suit suit, action or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted so long as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Actshall be Outstanding or any amounts shall be payable in respect of any Securities. This ProspectusEach of the Company and the Subsidiary Guarantors irrevocably and unconditionally waives, as to the fullest extent permitted by law, any objection that it may be amended now or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant hereafter have to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale laying of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers venue of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the Exchange Offer and any broker or dealer that participates in a distribution fullest extent permitted by law, the defense of such Exchange Securities may be deemed an inconvenient forum to be an “underwriter” within the meaning maintenance of the Securities Act and any profit on any such resale of Exchange Securities and any commission action, suit or concessions received by proceeding in any such persons may be deemed to be underwriting compensation under court. To the Securities Act. The Letter of Transmittal states that, by acknowledging extent that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies or any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Prospectus Indenture, the Subsidiary Guarantees and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident Securities, to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actextent permitted by law. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby submits to the non-exclusive jurisdiction of the Federal (i) acknowledges that it has irrevocably designated and state courts in the Borough of Manhattan in The City of appointed CT Corporation System, 111 8th Avenue, 13th Floor, New York York, New York, 10011 ("CX XXXXXXXXXXX") xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxy be served in any suit or proceeding arising out of or relating to the Securities or this Agreement Indenture that may be instituted in any federal or New York state court located in New York, New York or brought under federal or state securities laws or brought by the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), (ii) submits to the laying non-exclusive jurisdiction of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation and written notice of said service to the Issuer Company (mailed or delivered to the Company, as Attention: General Counsel, at its principal office specified in the case may be, by first paragraph of this Indenture and in the person serving the same to the address provided manner specified in Section 9105 hereof), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Company in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted so long as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Actshall be outstanding. This ProspectusTo the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, as it may be amended attachment prior to judgment, attachment in aid of execution, execution or supplemented from time otherwise) with respect to timeitself or its property, may be used the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitieslaw. The Company has agreed thathereby irrevocably and unconditionally waives, for a period to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of [·] days after venue of any suit, action or proceeding arising out of or relating to this Indenture or the Expiration Date (as defined herein)Securities in any federal or state court in the State of New York, it will make this Prospectus available Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to any broker-dealer for use the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in connection with any such resale. See “Plan of Distributioncourt.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each The Company hereby irrevocably designates and appoints Xxxxxxx & Associates as the authorized agent of the Issuer and Company upon whom process may be served in any suit, proceeding or other action against the Company hereby instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Securities in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to the non-exclusive nonexclusive personal jurisdiction of the Federal any such court in respect of any such suit, proceeding or other action. Such designation and state courts appointment shall be irrevocable, unless and until a successor authorized agent in the Borough of Manhattan in The City County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any suit such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding arising out cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or relating to this Agreement any successor convention or the transactions contemplated herebytreaty. Each of the Issuer and the The Company hereby irrevocably and unconditionally waives any objection that it may have or hereafter have to the laying of venue of any suit such action or proceeding arising out of or relating to based on the Securities, or this Agreement or otherwise relating to the transactions contemplated hereby offering, issuance and sale of the Securities in Federal and any federal or state courts court sitting in the Borough of Manhattan in The City County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or any claim in any such court that any such suit action or proceeding in any such court has been brought in an inconvenient forum. Each The Company agrees that any final judgment after exhaustion of all appeals or the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough expiration of Manhattan in The City of New York upon which process may be served time to appeal in any such action or proceeding arising out of the sale of the Securities or this Agreement rendered by any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or proceeding, and agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon such agent, and written or notice of said service to the Issuer motion or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, other application in any such suit other manner permitted by law or proceeding. Each limit or affect the right of the Issuer and Underwriters to bring any action or proceeding against the Company or any of its property in the courts of any other jurisdiction. The Company further agrees to take any and all action action, including the execution and filing of all such instruments and documents, as may be necessary to maintain continue such designation designations and appointment of appointments or such agent substitute designations and appointments in full force and effect for a period of seven years from effect. The Company hereby agrees with the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return Underwriters to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member nonexclusive jurisdiction of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member courts of the Board State of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as New York, or the federal courts sitting in the County of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus New York in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within action or proceeding arising from the meaning sale of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used this Agreement brought by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The the Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities ActUnderwriters. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each The parties to the Indenture have agreed that any suit, action or proceeding arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in The City of New York, New York; provided that the Issuer has agreed that any suit, action, or proceeding against it arising out of or relating to the Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of Buenos Aires, the BASE’s Arbitral Tribunal, and any competent court in the Company hereby submits place of its corporate domicile. The parties to the Indenture have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Issuer has appointed CT Corporation System, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and any New York state courts in the Borough of Manhattan or U.S. federal court in The City of New York York, New York. To the extent that the Issuer has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any of their property, the Issuer has irrevocably waived and irrevocably and unconditionally waives and agrees agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any such court that other manner permitted by law. The Issuer shall furnish to any such suit Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: Banco xx Xxxxxxx y Buenos Aires X.X. Xxxxx 000, 00xx Xxxxx (X0000XXX) Xxxxxx Xxxxx, Xxxxxxxxx Attention: Xxxxxxx Xxxxxxxx Fax No.: (5411) 0000-0000 To assign this Note, fill in the form below: (I) or proceeding in any such court has been brought (we) assign and transfer this Note to: (Print or type assignee’s name, address and zip code) (Insert assignee’s Social Security or Tax I.D. Number) and irrevocably appoint to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USAapproved signature guarantee medallion program), Inc., Eleven pursuant to Exchange Act Rule 17Ad-15. The following increases or decreases in this Global Note have been made: Decrease or Increase Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian [Date] The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Xxx XxxxFloor 7 East New York, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, 10286 Re: Subordinated Resettable Notes Class II due 2026 of Banco xx Xxxxxxx y Buenos Aires S.A. (the “Issuer”) Ladies and agrees that service of process upon such agent, and written notice of said service Gentlemen: Reference is hereby made to the Issuer or the CompanyIndenture, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted dated as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES July 19, 2016 (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging as amended and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be the “Indenture”), among the Issuer, The Bank of New York Mellon, as trustee, co-registrar, principal paying agent and principal transfer agent (the “Trustee”), Banco de Valores S.A., as representative of the Trustee in Argentina (under the conditions set forth in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture. This letter relates to U.S.$ aggregate principal amount of the Issuer’s Subordinated Resettable Notes Class II due 2026 (the “Notes”) [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note (CUSIP: P0R66C AA6; ISIN: USP0R66CAA64; Common Code: 145501903)] beneficially owned by a broker-dealer in connection with resales the undersigned (the “Transferor”). The Transferor hereby requests the transfer of Exchange Securities received such Notes in exchange for Initial an equivalent beneficial interest in the Rule 144A Global Note (CUSIP: 059538 AR9; ISIN: US059538AR97; Common Code: 145501938). In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the U.S. Securities where such Initial Securities were acquired by such broker-dealer Act of 1933, as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date amended (as defined herein“Rule 144A”), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer a transferee that receives Exchange Securities the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result transaction meeting the requirements of market-making activities Rule 144A and in accordance with applicable securities laws of any state of the United States or any other trading activities, must acknowledge that it will deliver jurisdiction. You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a prospectus copy hereof to any interested party in connection any administrative or legal proceedings or official inquiry with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant respect to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale matters covered hereby. Very truly yours, [Name of such Exchange Securities. This ProspectusTransferor] By: Authorized Signature [Date] The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, Floor 7 East New York, New York 10286 Re: Subordinated Resettable Notes Class II due 2026 of Banco xx Xxxxxxx y Buenos Aires S.A. (the “Issuer”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as it may be of July 19, 2016 (as amended or and supplemented from time to time, may be the “Indenture”), among the Issuer, The Bank of New York Mellon, as trustee, co-registrar, principal paying agent and principal transfer agent (the “Trustee”), Banco de Valores S.A., as representative of the Trustee in Argentina (under the conditions set forth in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture and/or in Regulation S (as defined below), as applicable. This letter relates to U.S.$ aggregate principal amount of the Issuer’s Subordinated Resettable Notes Class II due 2026 (the “Notes”) [in the case of a transfer of an interest in a Rule 144A Global Note: , which represent an interest in a Rule 144A Global Note (CUSIP: 059538 AR9; ISIN: US059538AR97; Common Code: 145501938)] beneficially owned by a broker-dealer in connection with resales the undersigned (the “Transferor”). The Transferor hereby requests the transfer of Exchange Securities received such Notes in exchange for Initial an equivalent beneficial interest in the Regulation S Global Note (CUSIP: P0R66C AA6; ISIN: USP0R66CAA64; Common Code: 145501903). In connection with such request, the Transferor confirms that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities where such Initial Securities were acquired as a result Act of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus1933, as amended or supplemented(the “Securities Act”), available and, accordingly, the Transferor represents that: (a) the offer of the Notes was not made to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions a person in the Exchange Securities may be required to deliver a prospectus.(1United States; (b) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing either (i) at the time of resalethe buy order was originated, at prices related to such prevailing market prices the transferee was outside the United States or negotiated prices. Any such resale may be made directly to purchasers the Transferor and any person acting on the Transferor’s behalf reasonably believed that the transferee was outside the United States or to (ii) the transaction was executed in, on or through brokers or dealers who may receive compensation the facilities of a designated off-shore securities market and neither the Transferor nor any person acting on the Transferor’s behalf knows that the transaction has been pre-arranged with a buyer in the form of commissions or concessions from any such broker-dealer or United States; (c) no directed selling efforts have been made in the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates United States in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning contravention of the Securities Act and any profit on any such resale requirements of Exchange Securities and any commission Rule 903(b) or concessions received by any such persons may be deemed Rule 904(b) of Regulation S, as applicable; (d) the transaction is not part of a plan or scheme to be underwriting compensation under evade the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning registration requirements of the Securities Act. For a period of [·] days after ; and (e) the Expiration Date Transferor is the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders beneficial owner of the Securities) other than commissions or concessions principal amount of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities ActNotes being transferred. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer The Issuers and the Note Guarantors have agreed that any suit, action or proceeding against the Company hereby submits brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in Borough of Manhattan, The City of New York, New York. The Issuers and the Note Guarantors have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the Federal fullest extent permitted by law, trial by jury and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection they may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuers and the Note Guarantors have appointed CT Corporation, 111 Eighth Avenue, New York, New York 10011as each of their authorixxx xxxxx xxxx xxxx xxx xxxxx, xxxxxxx xxx xxmmonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and any state courts or federal court in the Borough of Manhattan in Manhattan, The City of New York York, New York. To the extent that any of the Issuers and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to themselves or any of their property, the Issuers and the Note Guarantors have irrevocably waived and unconditionally waives and agrees agreed not to plead or claim such immunity in respect of their obligations under the Indenture or the Notes. The Issuers will furnish to any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each Holder upon written request and without charge to the Holder a copy of the Issuer and Indenture which has in it the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date text of this AgreementNote in larger type. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale Requests may be made directly to purchasers or to or through brokers or dealers who may receive compensation to: Elan Finance public limited company c/o Elan Corporation, plc Lincoln House, Lincoln Place Dublin 2, Ireland Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx Elan Finance Corp. c/o Elan Corporation, plc Elan Corporation, plc Lincoln House, Lincoln Place Dublin 2, Ireland Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx [Include for Certificated Notes only: ASSIGNMENT FORM To assign this Note, fill in the form of commissions below: I or concessions from any such broker-dealer we assign and transfer this Note to (Print or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer type assignee's name, address and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.zip code)

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby submits to the non-exclusive jurisdiction of the Federal (i) acknowledges that it has, by separate written instrument, irrevocably designated and state courts in the Borough of Manhattan in The City of New York appointed CT Corporation System, 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement Indenture that may be instituted in any federal or state court in the transactions contemplated hereby. Each State of New York, Borough of Manhattan, or brought under federal or state securities laws or brought by the Issuer Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and the Company irrevocably and unconditionally waives any objection acknowledges that CT Corporation System has accepted such designation, (ii) submits to the laying jurisdiction of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer it (mailed or the Companydelivered to its Secretary at its principal office in Knoxville, Tennessee as the case may be, by the person serving the same to the address provided specified in Section 9106(b) hereof, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect for a period so long as this Indenture shall be in full force and effect. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of seven years any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the date Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement. If Indenture and the foregoing is in accordance with your understanding of our agreementSecurities, please sign and return to the Company a counterpart hereofextent permitted by law. SECTION 116. NO RECOURSE AGAINST OTHERS. A director, whereupon this instrumentofficer, along with all counterpartsemployee or stockholder, will become a binding agreement among the several Initial Purchasersas such, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member Company shall not have any liability for any obligations of the Board Company under the Securities or this Indenture or for any claim based on, in respect of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale or by reason of such Exchange Securitiesobligations or their creation. The Letter of Transmittal states that Each Holder by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning accepting any of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where waives and releases all such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitiesliability. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may waiver and release shall be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning part of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel consideration for the Holders issue of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each The parties to the Indenture have agreed that any suit, action or proceeding arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in The City of New York, New York; provided that the Company agrees that proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of Buenos Aires, the arbitration tribunal of the Issuer stock exchange, market or body in which the Notes are listed, and any competent court in the Company hereby submits place of its corporate domicile. The parties to the Indenture have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Company has appointed CT Corporation System, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and any New York state courts in the Borough of Manhattan or U.S. federal court in The City of New York York, New York. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, in any jurisdiction in which any Specified Court is vested, or have attributed to the Company, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or from counterclaim, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any Specified Court in which proceedings may at any time be commenced, with respect to the obligations and liabilities of the Company, or any other matter under or arising out of or in connection with, the Notes or the Indenture, to the fullest extent permitted by applicable law, the Company irrevocably and unconditionally waives or will waive such right, and agrees not to plead or claim any such immunity and consents to such relief and enforcement; provided that, if the Argentine courts determine that any of the Company’s properties located in Argentina is necessary for the provision of an essential public service, such property might not be subject to attachment, whether preliminarily or in aid of execution. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, other manner permitted by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitieslaw. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available shall furnish to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant Holder upon written request and without charge to the Exchange Offer must acknowledge that Holder a copy of the Indenture which has in it will deliver a prospectus the text of this Note in connection with any resale of such Exchange Securitieslarger type. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale Requests may be made directly to purchasers to: Tarjeta Naranja X.X. Xx Xxxxxxx 000 Xxxx xx Xxxxxxx, Xxxxxxxx xx Xxxxxxx, Xxxxxxxxx Attention: Xxxxxx Xxxxxxx or to or through brokers or dealers who may receive compensation Xxxxxx Xxxxxxx To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: (Print or type assignee’s name, address and zip code) (Insert assignee’s Social Security or Tax I.D. Number) and irrevocably appoint to transfer this Note on the books of commissions or concessions from any such broker-dealer or the purchasers Company. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received this Note.) Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by it for its own account an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. The following increases or decreases in this Global Note have been made: Decrease or Increase Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian If you want to elect to have this Note purchased by the Exchange Offer and any broker Company pursuant to Section 3.7 or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning Section 3.11 of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states thatIndenture, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.check either box: ☐ ☐

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in parties hereto have agreed that any suit suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated herebyNotes may be instituted in any New York state or U.S. federal court in The City of New York, New York. Each The parties hereto have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the Issuer and the Company irrevocably and unconditionally waives fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Company has appointed National Registered Agents, Inc. with offices currently at 875 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and state courts in the Borough of Manhattan in The City of any New York state or U.S. federal court in Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any of their property, the Company has irrevocably waived and irrevocably and unconditionally waives and agrees agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any such court that other manner permitted by law. The Company shall furnish to any such suit Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: Xxxxx Dorados Holdings Inc. Xxxxx Xxxxx Xxxx 000, Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxx (B1636 FFB) Attention: Chief Financial Officer Fax No.: +00 00 0000 0000 (2059) To assign this Note, fill in the form below: (I) or proceeding in any such court has been brought (we) assign and transfer this Note to: and irrevocably appoint to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an inconvenient forumapproved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. Each The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian If you want to elect to have part of this Note purchased by the Company pursuant to Section 3.7 of the Issuer Indenture, state the principal amount (which must be an integral multiple of R$1,000, provided that the principal amount is not less than R$250,000) that you want to have purchased by the Company: R$ Date: Your Signature (Sign exactly as your name appears on the other side of the Note) Tax Identification No.: Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and the Company irrevocably appoints Credit Suisse (USAloan associations and credit unions with membership in an approved signature guarantee medallion program), Inc.pursuant to Exchange Act Rule 17Ad-15. Citibank, Eleven Xxxxxxx N.A. 110 Xxxx Xxxxxx, Xxx Xxxx15th Floor Window New York, XX 00000, New York 10005 Attention: General Counsel, as its authorized agent in 15th Floor Window Re: 10.25% Notes due 2016 (the Borough “Notes”) of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, Xxxxx Dorados Holdings Inc. (the “Company”) Ladies and agrees that service of process upon such agent, and written notice of said service Gentlemen: Reference is hereby made to the Issuer or the CompanyIndenture, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted dated as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES July 13, 2011 (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging as amended and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be the “Indenture”), among the Company, the Subsidiary Guarantors named therein and Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to R$ aggregate principal amount of Notes [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note] beneficially owned by a broker-dealer in connection with resales the undersigned (the “Transferor”) to effect the transfer of Exchange Securities received such Notes in exchange for Initial an equivalent beneficial interest in the Rule 144A Global Note. In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the U.S. Securities where such Initial Securities were acquired by such broker-dealer Act of 1933, as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date amended (as defined herein“Rule 144A”), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer a transferee that receives Exchange Securities the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result transaction meeting the requirements of market-making activities Rule 144A and in accordance with applicable securities laws of any state of the United States or any other trading activities, must acknowledge that it will deliver jurisdiction. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a prospectus copy hereof to any interested party in connection any administrative or legal proceedings or official inquiry with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant respect to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale matters covered hereby. Very truly yours, [Name of such Exchange Securities. This ProspectusTransferor] By: Authorized Signature Citibank, N.A. 110 Xxxx Xxxxxx, 15th Floor Window New York, New York 10005 Attention: 15th Floor Window Re: 10.25% Notes due 2016 (the “Notes”) of Xxxxx Dorados Holdings Inc. (the “Company”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as it may be of July 13, 2011 (as amended or and supplemented from time to time, may be the “Indenture”), among the Company, the Subsidiary Guarantors named therein and Citibank, N.A., as Trustee. Capitalized terms used by a broker-dealer but not defined herein shall have the meanings given them in the Indenture. In connection with resales our proposed sale of Exchange R$ aggregate principal amount of the Notes [in the case of a transfer of an interest in a 144A Global Note: , which represent an interest in a 144A Global Note] beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result Act of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus1933, as amended or supplemented(the “Securities Act”), available and, accordingly, we represent that: (a) the offer of the Notes was not made to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions a person in the Exchange Securities may be required to deliver a prospectus.(1United States; (b) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing either (i) at the time of resalethe buy order was originated, at prices related to such prevailing market prices the transferee was outside the United States or negotiated prices. Any such resale may be made directly to purchasers we and any person acting on our behalf reasonably believed that the transferee was outside the United States or to (ii) the transaction was executed in, on or through brokers or dealers who may receive compensation the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the form of commissions or concessions from any such broker-dealer or United States; (c) no directed selling efforts have been made in the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates United States in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning contravention of the Securities Act and any profit on any such resale requirements of Exchange Securities and any commission Rule 903(b) or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(eRule 904(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus., as applicable;

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each The Company agrees that any legal suit, action or proceeding brought by the Initial Purchasers or any person controlling an Initial Purchaser arising out of or based upon this Agreement may be instituted in any state or federal court in the Issuer Borough of Manhattan, The City of New York, State of New York, waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim such court in any such court that suit, action or proceeding. The Company hereby irrevocably designates and appoints CT Corporation System (or any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of successor entity) as the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its Company’s authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit suit, action or proceeding, proceeding in any such court and agrees that service of process upon CT Corporation System (or such agentsuccessor entity) at its office at 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other address in the Borough of Manhattan, The City of New York, State of New York, as the Company may designate by written notice to the Initial Purchasers), and written notice of said service to the Issuer Company mailed or the Companydelivered to 00 Xxxxxxxxxx Xxxxxx Xxxx, as the case may beXxxxx 000, by the person serving the same to the address provided in Section 9Xxxxxxx, Xxxxxxx X0X 0X0, Attention: General Counsel, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Company in any such suit suit, action or proceedingproceeding and shall be taken and held to be valid personal service upon the Company. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such Said designation and appointment of such agent in full force and effect shall be irrevocable for a period of seven ten years from the date of this Agreement. If The Company agrees to take all action as may be necessary to continue the foregoing is designation and appointment of CT Corporation System, or any successor entity in accordance full force and effect so that the Company shall at all times during such period have an agent for service of process for the above purposes in the Borough of Manhattan, The City of New York, State of New York. Nothing herein shall affect the right of the Initial Purchasers or any person controlling an Initial Purchaser to serve process in any manner permitted by law or limit the right of the Initial Purchasers or any person controlling an Initial Purchaser to bring proceedings against the Company in the courts of any jurisdiction or jurisdictions. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with your understanding respect to itself or its property, it hereby irrevocably waives such immunity in respect of our agreementthis Agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that fullest extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributionlaw.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in parties hereto have agreed that any suit suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated herebyNotes may be instituted in any New York state or U.S. federal court in The City of New York, New York. Each The parties hereto have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the Issuer and the Company irrevocably and unconditionally waives fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Company has appointed CT Corporation System with offices currently at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and any New York state courts in the Borough of Manhattan or U.S. federal court in The City of New York York, New York. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any of their property, the Company has irrevocably waived and irrevocably and unconditionally waives and agrees agreed not to plead or claim such immunity in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each respect of its obligations under the Issuer and Indenture, the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer Notes or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitiesAgreement. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available shall furnish to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant Holder upon written request and without charge to the Exchange Offer must acknowledge that Holder a copy of the Indenture which has in it will deliver a prospectus the text of this Note in connection with any resale of such Exchange Securitieslarger type. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale Requests may be made directly to purchasers or to or through brokers or dealers who may receive compensation to: Xxxxxxx, S. de. X.X. de C.V. Ave. Xxxxxx Xxxxxxxx No. 2321, 9th Floor Col. Residential San Xxxxxxx Xxxxx Xxxxxx, X.X. 66260 Mexico Attention: Xxxxxx Xxxxx Fax No.: +00-00-0000-0000 To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: and irrevocably appoint to transfer this Note on the books of commissions or concessions from any such broker-dealer or the purchasers Company. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received this Note.) Signature Guarantee: (Signature must be guaranteed) The signature(s) should be guaranteed by it for its own account an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. If you want to elect to have this Note purchased by the Exchange Offer and any broker Company pursuant to Section 3.7 or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning Section 3.10 of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states thatIndenture, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.check either box: ¨ ¨

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann X X Xx Xxxxx Name: R Rimann X X Xx Xxxxx Title: Member of the Board of Directors by: /s/ X X Xxxxxx R Rimann Name: X X Xxxxxx R Rimann Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxx Xxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC byBy: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby (i) acknowledges that it has irrevocably designated and appointed _____________________ as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities or this Indenture that may be instituted in any United States federal or New York state court located in The Borough of Manhattan, The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, _____________________ and written notice of said service to the Issuer Company (mailed or delivered to the CompanyCompany at 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0, Attention: Corporate Secretary or such other address and/or officer as the case Company may be, by the person serving the same designate on written notice to the address provided in Section 9Trustees), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Company in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent _____________________ in full force and effect for a period so long as this Indenture shall be in full force and effect. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of seven years any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the date Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement. If Indenture and the foregoing is in accordance with your understanding of our agreementSecurities, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitieslaw. The Company has agreed thatirrevocably and unconditionally waives, for a period to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with venue of any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account action, suit or proceeding in exchange for Securities, where any such Initial Securities were acquired by such broker-dealer as a result of market-making activities court or other trading activities, must acknowledge that it will deliver a prospectus in connection any appellate court with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activitiesrespect thereto. The Company has agreed thatirrevocably waives, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time fullest extent permitted by law, the defense of an inconvenient forum to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers maintenance of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker action, suit or dealer that participates proceeding in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actcourt. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each The Company hereby irrevocably designates and appoints Objet Geometries Inc. as the authorized agent of the Issuer and Company upon whom process may be served in any suit, proceeding or other action against the Company hereby instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Offered Shares in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to the non-exclusive nonexclusive personal jurisdiction of the Federal any such court in respect of any such suit, proceeding or other action. Such designation and state courts appointment shall be irrevocable, unless and until a successor authorized agent in the Borough of Manhattan in The City County and State of New York reasonably acceptable to the Representatives shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any suit such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding arising out cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or relating to this Agreement any successor convention or the transactions contemplated herebytreaty. Each of the Issuer and the The Company hereby irrevocably and unconditionally waives any objection that it may have or hereafter have to the laying of venue of any suit such action or proceeding arising out of or relating to based on the Offered Shares, or this Agreement or otherwise relating to the transactions contemplated hereby offering, issuance and sale of the Offered Shares in any Federal and or state courts court sitting in the Borough of Manhattan in The City County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or any claim in any such court that any such suit action or proceeding in any such court has been brought in an inconvenient forum. Each The Company agrees that any final judgment after exhaustion of all appeals or the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough expiration of Manhattan in The City of New York upon which process may be served time to appeal in any such action or proceeding arising out of the sale of the Offered Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or proceeding, and agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon such agent, and written or notice of said service to the Issuer motion or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, other application in any such suit other manner permitted by law or proceeding. Each limit or affect the right of the Issuer and Underwriters to bring any action or proceeding against the Company or any of its property in the courts of any other jurisdiction. The Company further agrees to take any and all action action, including the execution and filing of all such instruments and documents, as may be necessary to maintain continue such designation designations and appointment of appointments or such agent substitute designations and appointments in full force and effect for a period of seven years from effect. The Company hereby agrees with the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return Underwriters to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member nonexclusive jurisdiction of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member courts of the Board State of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as New York, or the Federal courts sitting in the County of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus New York in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within action or proceeding arising from the meaning sale of the Securities Act. This Prospectus, as it may be amended Offered Shares or supplemented from time to time, may be used this Agreement brought by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The the Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities ActUnderwriters. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby submits to the non(i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed PTSGE Corp., 925 Fourth Avenue, Suite 2900, Seattle, Washington 98104-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit 1158, as its xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx or proceeding arising out of or relating to the Securities or this Agreement Indenture that may be instituted in any federal or state court in the transactions contemplated hereby. Each State of New York, Borough of Manhattan, or brought under federal or state securities laws or brought by the Issuer Trustees, or either of them (whether in their individual capacities or in their capacities as Trustees hereunder), and the Company irrevocably and unconditionally waives any objection acknowledges that PTSGE Corp. has accepted such designation, (ii) submits to the laying jurisdiction of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, PTSGE Corp. and written notice of said service to the Issuer it (mailed or delivered to the Company's Corporate Secretary at its principal office in Vancouver, British Columbia, Canada as the case may be, by the person serving the same to the address provided specified in Section 9, shall be deemed in every respect 106(c) herxxx) xxxxx xx xxxxxx xx xxxxx xxxxxct effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action actions, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent PTSGE Corp. in full force and effect for a period so long as this Indenture shall be in full force and effect. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of seven years any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the date Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement. If Indenture and the foregoing is in accordance with your understanding of our agreementSecurities, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributionlaw.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer The Issuers and the Note Guarantors have agreed that any suit, action or proceeding against the Company hereby submits brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in Borough of Manhattan, The City of New York, New York. The Issuers and the Note Guarantors have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the Federal fullest extent permitted by law, trial by jury and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection they may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuers and the Note Guarantors have appointed CT Corporation, 111 Eighth Avenue, New York, New York 10011as each of their authorixxx xxxxx xxxx xxxx xxx xxxxx, xxxxxxx xxx xxmmonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and any state courts or federal court in the Borough of Manhattan in Manhattan, The City of New York York, New York. To the extent that any of the Issuers and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to themselves or any of their property, the Issuers and the Note Guarantors have irrevocably waived and unconditionally waives and agrees agreed not to plead or claim such immunity in respect of their obligations under the Indenture or the Notes. The Issuers will furnish to any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each Holder upon written request and without charge to the Holder a copy of the Issuer and Indenture which has in it the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date text of this AgreementNote in larger type. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale Requests may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it to: Elan Finance public limited company c/o Elan Corporation, plc Lincoln House Lincoln Place Dxxxxx 0, Xxxxxxx Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx Elan Finance Corp. c/o Elan Corporation, plc Lincoln House, Lincoln Place Dublin 2, Ireland Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxxxxxx FORM OF REVERSE SIDE OF NOTE for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.Floating Rate Notes Senior Floating Rate Notes due 2011

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Indenture, the Company and each of the Issuer Pledgors and the Company hereby submits to the non-exclusive jurisdiction of the Federal Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and state courts in the Borough of Manhattan in The City of New York appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement Indenture, the Securities or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives Security Agreements that may be instituted in any objection to the laying of venue of any suit federal or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts court in the State of New York, Borough of Manhattan or brought by the Trustee (whether in The City its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer Company or the Company, as the case may be, by the person serving the same to the address provided in Section 9applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Issuer Company or the Companysuch Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. Each The Company and each of the Issuer Pledgors and the Company Subsidiary Guarantors further agrees agree to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect for a period of seven years from the date of so long as this Agreement. If the foregoing is Indenture shall be in accordance with your understanding of our agreement, please sign full force and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitieseffect. The Company has agreed thatand each of the Pledgors and the Subsidiary Guarantors hereby irrevocably and unconditionally waive, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus fullest extent they may legally effectively do so, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture, the Security Agreements or the Securities in connection with any resale federal or state court in the State of such Exchange Securities. This ProspectusNew York, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales Borough of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activitiesManhattan. The Company and each of the Pledgors and the Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent either the Company or any of the Pledgors or the Subsidiary Guarantors has agreed thator hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, for a period attachment prior to judgment, attachment in aid of [·] days after the Expiration Dateexecution, execution or otherwise) with respect to itself or its property, it will make this prospectushereby irrevocably waives such immunity in Securities and the Security Agreements, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received extent permitted by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actlaw. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in IXXX has agreed that any suit suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated herebySecurities may be instituted in any New York state or U.S. federal court in The City of New York, New York. Each IRSA has irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the Issuer and the Company irrevocably and unconditionally waives fullest extent permitted by law, trial by jury, any objection it may now or hereafter have to the laying of venue of any suit such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. IXXX has appointed Cogency Global Inc., 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Securities which may be instituted in Federal and any New York state courts in the Borough of Manhattan or U.S. federal court in The City of New York York, New York. To the extent that IRSA has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any of their property, IRSA has irrevocably waived and irrevocably and unconditionally waives and agrees agreed not to plead or claim such immunity in any such court that any such suit respect of its obligations under the Indenture or proceeding the Securities. Nothing in any such court has been brought in an inconvenient forum. Each the preceding paragraph shall affect the right of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in Trustee or any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning Holder of the Securities Actto serve process in any other manner permitted by law. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available IRSA shall furnish to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant Holder upon written request and without charge to the Exchange Offer must acknowledge that Holder a copy of the Indenture which has in it will deliver a prospectus the text of this Security in connection with any resale of such Exchange Securitieslarger type. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale Requests may be made directly to: IRSA Inversiones y Representaciones S.A. Cxxxxx X. Dxxxx Xxxxxxx 200, 0xx xxxxx, City Of Buenos Aires, Argentina Attn: Mxxxxx X. Xxxxxxxxxxx / Lxxxxxxx Xxxxxxxxx FOR VALUE RECEIVED, the undersigned Holder hereby sells, assigns and transfers unto (Please print or typewrite name and address including postal code of assignee) this Security and all rights thereunder, hereby irrevocably constituting and appointing attorney to purchasers or to or through brokers or dealers who may receive compensation transfer such amount of said Security on the books of IRSA with full power of substitution in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securitiespremises. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.Date:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in parties hereto irrevocably agrees that any suit suit, action or proceeding arising out of or relating to this Agreement Indenture, the Notes, or brought under federal or state securities laws or brought by the transactions contemplated hereby. Each Trustee or any Agent, may be instituted in any federal or state court in the State of the Issuer and the Company New York, borough of Manhattan; irrevocably and unconditionally waives agrees that any objection to the laying of venue of any suit suit, action or proceeding arising out of or relating to this Agreement Indenture, the Notes, or brought by the transactions contemplated hereby Trustee or any Agent, may be instituted in Federal any court in England; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuer has irrevocably appointed CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011 as its agent (the "Xxxxxxxxxx Xxxxx") xxx xxxxxxx xx xxxxxxx xn any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or brought under federal or state securities laws or brought by the Trustee or any Agent, that may be instituted in federal or state courts in the Borough of Manhattan in The City State of New York and irrevocably and unconditionally waives and agrees not York, borough of Manhattan. The Issuer expressly consents to plead or claim in the jurisdiction of any such court that in respect of any such suit action and waives any other requirements of or proceeding in any such court objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer represents and warrants that the Authorized Agent has been brought in an inconvenient forum. Each agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the Company irrevocably appoints Credit Suisse (USA)filing of any and all documents and instruments, Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process that may be served necessary to continue such appointment in any such suit or proceeding, full force and agrees that service effect as aforesaid. Service of process upon such agent, the Authorized Agent and written notice of said such service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed deemed, in every respect respect, effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resaleIssuer. In addition, until [·] all dealers effecting transactions the Issuer irrevocably agrees that any suit, action or proceeding arising out of or relating to this Indenture, the Notes, or brought by the Trustee or any Agent, may be instituted in any court in the Exchange Securities city of Madrid, Spain. To the extent that either the Issuer has or hereafter may be required to deliver a prospectus.(1) The Company will not receive acquire any proceeds immunity from jurisdiction of any court or from any sale legal process (whether through service of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Issuer hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Notes, and in respect of actions brought under U.S. federal or state securities laws, to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received fullest extent permitted by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actlaw. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby submits to the non-exclusive jurisdiction of the Federal (i) acknowledges that it has irrevocably designated and state courts in the Borough of Manhattan in The City of appointed CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011 ("CT CORPORATIXX") xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx served in any suit or proceeding arising out of or relating to the Securities or this Agreement Indenture that may be instituted in any federal or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and New York state courts court located in the Borough of Manhattan in The the City of New York, New York and irrevocably and unconditionally waives and agrees not or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), (ii) submits to plead or claim in the non-exclusive jurisdiction of any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation and written notice of said service to the Issuer Company (mailed or delivered to the Company, as Attention: Chief Financial Officer, at its principal office specified in the case may be, by first paragraph of this Indenture and in the person serving the same to the address provided manner specified in Section 9105 hereof), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Company in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted so long as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Actshall be outstanding. This ProspectusTo the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, as it may be amended attachment prior to judgment, attachment in aid of execution, execution or supplemented from time otherwise) with respect to timeitself or its property, may be used the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitieslaw. The Company has agreed thathereby irrevocably and unconditionally waives, for a period to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of [·] days after venue of any suit, action or proceeding arising out of or relating to this Indenture or the Expiration Date (as defined herein)Securities in any federal or state court in the State of New York, it will make this Prospectus available Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to any broker-dealer for use the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in connection with any such resale. See “Plan of Distributioncourt.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann X X Xx Xxxxx Name: R Rimann X X Xx Xxxxx Title: Member of the Board of Directors by: /s/ X X Xxxxxx R Rimann Name: X X Xxxxxx R Rimann Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Xxxxxx Name: Xxxxx Xxxx Xxxxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·•] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·•] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·•] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·•] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in parties hereto irrevocably agrees that any suit suit, action or proceeding arising out of or relating to this Agreement Indenture or the transactions contemplated hereby. Each Notes, or brought under federal or state securities laws or brought by the Trustee, may be instituted in any federal or state court in the State of New York, borough of Manhattan; irrevocably waives, to the Issuer and the Company irrevocably and unconditionally waives fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Company has irrevocably appointed CT Corporation System, located at 111 Eighth Avenue, New York, N.Y. 10011 as its agent (the "Authorizex Xxxxx") xxx xxxxxxx xx xxxxxxx xx xxx suit, action or proceeding arising out of or relating to this Agreement Indenture and the Notes, or brought under federal or state securities laws or brought by the transactions contemplated hereby Trustee, that may be instituted in Federal and federal or state courts in the Borough of Manhattan in The City State of New York and irrevocably and unconditionally waives and agrees not York, borough of Manhattan. The Company expressly consents to plead or claim in the jurisdiction of any such court that in respect of any such suit action and waives any other requirements of or proceeding in any such court objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Company represents and warrants that the Authorized Agent has been brought in an inconvenient forum. Each agreed to act as said agent for service of the Issuer process, and the Company irrevocably appoints Credit Suisse (USA)agrees to take any and all action, Inc.including the filing of any and all documents and instruments, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process that may be served necessary to continue such appointment in any such suit or proceeding, full force and agrees that service effect as aforesaid. Service of process upon such agent, the Authorized Agent and written notice of said such service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, Company shall be deemed deemed, in every respect respect, effective service of process upon the Issuer or Company. To the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and extent that the Company further agrees has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to take any judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its respective obligations under this Indenture, and all action as may be necessary to maintain such designation and appointment in respect of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreementactions brought under US federal or state securities laws, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that fullest extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributionlaw.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in IXXX has agreed that any suit suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated herebySecurities may be instituted in any New York state or U.S. federal court in The City of New York, New York. Each IRSA has irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the Issuer and the Company irrevocably and unconditionally waives fullest extent permitted by law, trial by jury, any objection it may now or hereafter have to the laying of venue of any suit such proceeding, and any claim it may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. IXXX has appointed Cogency Global Inc., 100 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Securities which may be instituted in Federal and any New York state courts in the Borough of Manhattan or U.S. federal court in The City of New York York, New York. To the extent that IRSA has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any of their property, IRSA has irrevocably waived and irrevocably and unconditionally waives and agrees agreed not to plead or claim such immunity in any such court that any such suit respect of its obligations under the Indenture or proceeding the Securities. Nothing in any such court has been brought in an inconvenient forum. Each the preceding paragraph shall affect the right of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in Trustee or any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning Holder of the Securities Actto serve process in any other manner permitted by law. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available IRSA shall furnish to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant Holder upon written request and without charge to the Exchange Offer must acknowledge that Holder a copy of the Indenture which has in it will deliver a prospectus the text of this Security in connection with any resale of such Exchange Securitieslarger type. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale Requests may be made directly to purchasers to: IRSA Inversiones y Representaciones S.A. Cxxxxx X. Dxxxx Xxxxxxx 200, 0xx xxxxx, City Of Buenos Aires, Argentina Attn: Mxxxxx X. Xxxxxxxxxxx / Lxxxxxxx Xxxxxxxxx Date of Increase or to or through brokers or dealers who may receive compensation Decrease Amount of decrease in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies Principal Amount of this Prospectus and any amendment Global Security Amount of increase in Principal Amount of this Global Security Principal Amount of this Global Security following such decrease or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter increase Signature of Transmittalauthorized signatory of Trustee or Custodian INCLUDE FOLLOWING RESTRICTIVE LEGEND FOR A RULE 144A SECURITY (UNLESS SUCH LEGEND MAY BE REMOVED PURSUANT TO THE INDENTURE): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. The Company has agreed to pay all expenses incident to the Exchange Offer THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES THAT THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (including the expenses of one counsel for the Holders of the SecuritiesI) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities TO IRSA INVERSIONES Y REPRESENTACIONES S.A. OR ITS SUBSIDIARIES (including any broker-dealersII) against certain liabilitiesSO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), including liabilities under the Securities ActTO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN ACCORDANCE WITH RULE 144A, (III) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES THAT IT WILL NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. ] [INCLUDE FOLLOWING RESTRICTIVE LEGEND FOR A REGULATION S SECURITY (UNLESS SUCH LEGEND MAY BE REMOVED PURSUANT TO THE INDENTURE): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES THAT NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY AFTER FORTY (40) DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THIS SECURITY.] [INCLUDE THE FOLLOWING LEGEND FOR A SECURITY THAT IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES: THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. UPON REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS SECURITY (1) In additionTHE ISSUE PRICE AND ISSUE DATE OF THE SECURITY, the legend required by Item 502(e(2) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectusTHE AMOUNT OF OID ON THE SECURITY, AND (3) THE ORIGINAL YIELD TO MATURITY OF THE SECURITY. SUCH REQUEST SHOULD BE SENT TO THE ISSUER AT CXXXXX X. DXXXX XXXXXXX 261, 9TH FLOOR, CITY OF BUENOS AIRES, ARGENTINA, ATTN: MXXXXX X. XXXXXXXXXXX / LXXXXXXX XXXXXXXXX.]

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company Guarantor agrees that any suit, action or proceeding against the Issuer or the Guarantor, brought by any Initial Purchaser, the directors, officers, employees and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in the Borough of Manhattan, City of New York, New York, and waives any objection which it may nor or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of the Federal and state such courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA)suit, Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit action or proceeding. Each of the Issuer and the Company further agrees Guarantor has appointed CT Corporation System, with offices on the date hereof at 111 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000, xs its authorized agent (the "Agent"), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any state or federal court in the Borough of Manhattan, City of New York, New York, by any Initial Purchaser, the directors, officers, employees and agents of any Initial Purchaser, or by any person, if any, who controls any Initial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each of the Issuer and the Guarantor hereby represents and warrants that the Agent has accepted such appointment and has agreed to act as said agent for service of process, and each of the Issuer and the Guarantor agree to take any and all action as action, including the filing of any and all documents that may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period as aforesaid. Service of seven years from process upon the date Agent shall be deemed, in every respect, effective service of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, process upon the Issuer and the Guarantor. Notwithstanding the foregoing, any action involving the Guarantor arising out of or based upon this Agreement may be instituted by any Initial Purchaser, the directors, officers, employees and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, in accordance with its termsany court of competent jurisdiction in the Republic of Poland or in Luxembourg. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member To the extent that the either of the Board Issuer or the Guarantor has or hereafter may acquire any immunity from jurisdiction of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member any court or from any legal process (whether through service of the Board notice, attachment prior to judgment, attachment in aid of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USAexecution, execution or otherwise) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for with respect to itself or its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein)property, it will make this Prospectus available to any broker-dealer for use hereby irrevocably waives such immunity in connection with any such resale. See “Plan respect of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation obligations under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a brokerabove-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actreferenced documents. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby (i) acknowledges that it has irrevocably designated and appointed _____________________ as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Securities or this Indenture that may be instituted in any United States federal or New York state court located in The Borough of Manhattan, The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, _____________________ and written notice of said service to the Issuer Company (mailed or delivered to the CompanyCompany at 000-000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0, Attention: Corporate Secretary or such other address and/or officer as the case Company may be, by the person serving the same designate on written notice to the address provided in Section 9Trustees), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Company in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent _____________________ in full force and effect for a period so long as this Indenture shall be in full force and effect. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of seven years any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the date Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement. If Indenture and the foregoing is in accordance with your understanding of our agreementSecurities, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitieslaw. The Company has agreed thatirrevocably and unconditionally waives, for a period to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with venue of any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account action, suit or proceeding in exchange for Securities, where any such Initial Securities were acquired by such broker-dealer as a result of market-making activities court or other trading activities, must acknowledge that it will deliver a prospectus in connection any appellate court with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activitiesrespect thereto. The Company has agreed thatirrevocably waives, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time fullest extent permitted by law, the defense of an inconvenient forum to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers maintenance of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker action, suit or dealer that participates proceeding in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actcourt. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each To the fullest extent permitted by applicable law, each of the Issuer Company and the Company hereby Guarantors submits to the non-exclusive jurisdiction of the Federal and any federal or state courts court in the Borough of Manhattan in The the City of New York Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any suit or proceeding arising out of under or relating to in connection with this Agreement or any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer Company and the Company Guarantors, to the fullest extent permitted by applicable law, irrevocably and unconditionally fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and irrevocably waives to the fullest extent it may effectively do so any objection it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated such proceeding, and hereby in Federal irrevocably designates and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx CT Corporation Systems at Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General CounselXxx Xxxx 00000 (the “Authorized Agent”), as its authorized agent in the Borough of Manhattan in The City of New York upon which whom process may be served in any such suit or proceeding, . Each of the Company and the Guarantors represents that it has notified the Authorized Agent of such designation and appointment and that the Authorized Agent has accepted the same in writing. Each of the Company and the Guarantors hereby irrevocably authorizes and directs its Authorized Agent to accept such service. Each of the Company and the Guarantors further agrees that service of process upon such agent, its Authorized Agent and written notice of said service to the Issuer it mailed by first class mail or the Company, as the case may be, by the person serving the same delivered to the address provided in Section 9, its Authorized Agent shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Issuer Company and the Company further Guarantors agrees to take that a final action in any such suit or proceeding shall be conclusive and all action as may be necessary to maintain such designation and appointment enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Notwithstanding the foregoing, any action against any of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member Guarantors arising out of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus or in connection with this Agreement or the transactions contemplated hereby may also be instituted by any resale Holder of Securities, its officers and employees or any person who controls such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” Holder (within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation Rule 405 under the Securities Act) in any competent court in Germany and each of the Company and the Guarantors expressly accepts the jurisdiction of any such court in any such action. Each of the Company and the Guarantors hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or in connection with this Agreement or any of the transactions contemplated hereby. The Letter provisions of Transmittal states that, this clause (j) are intended to be effective upon the execution of this Agreement without any further action by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment the Guarantors or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of Securities and the Securities) other than commissions or concessions introduction of any brokers or dealers a true copy of this Agreement into evidence shall be conclusive and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actfinal evidence as to such matters. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Indenture, the Issuer Issuer, the Subordinated Guarantor and each Guarantor (i) acknowledges that it has, by separate written instrument, designated and appointed CT Corporation System (the Company hereby submits to the non-exclusive jurisdiction of the Federal "AGENT") (and state courts in the Borough of Manhattan in The City of New York any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement Indenture or any Note, the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives Subordinated Guarantee or any objection to the laying of venue of Guarantee that may be instituted in any suit federal or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts court in the Borough of Manhattan in Manhattan, The City of New York, State of New York or any Note or Guarantee and irrevocably and unconditionally waives and agrees not acknowledges that the Agent has accepted such designation, (ii) submits to plead or claim in the jurisdiction of any such court that in any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and iii) agrees that service of process upon such agent, the Agent and written notice of said service to the Issuer or and the Company, as the case may be, by the person serving the same to the address provided Guarantors in accordance with this Section 9, 10.15 shall be deemed in every respect effective service of process upon the Issuer or and the Company, as the case may be, Guarantors in any such suit or proceeding. Each of the The Issuer and the Company Guarantors further agrees agree to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent the Agent in full force and effect for a period so long as any of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreementNotes shall be outstanding; PROVIDED, please sign and return to the Company a counterpart hereofHOWEVER, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, that the Issuer and the Guarantor Guarantors may (and, to the extent the Agent ceases to be able to be served on the basis contemplated herein, shall), by written notice to the Trustee and the holders of the Notes in accordance with this Section 10.15 designate such additional or alternative agent for service of process under this Section 10.15 that (i) maintains an office located in the Borough of Manhattan, The City of New York, State of New York and (ii) is a corporate service company which acts as agent for service of process for other persons in the ordinary course of its termsbusiness. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member Such written notice shall identify the name of such agent for service of process and the address of the Board office of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member such agent for service of process in the Board Borough of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person Manhattan, The foregoing Registration Rights Agreement is City of New York, State of New York. To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby confirmed and accepted as irrevocably waives such immunity in respect of its obligations under the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each brokerabove-dealer that receives Exchange Securities for its own account pursuant referenced documents to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that fullest extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributionlaw.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the The Issuer and the Company hereby submits Trustee each agree that any legal suit, action or proceeding instituted against the Issuer in relation to any matter arising under this Indenture or the non-exclusive jurisdiction of the Subordinated Notes may be brought in any United States Federal and state courts or New York State court sitting in the Borough of Manhattan in Manhattan, The City of New York, New York in any suit or proceeding arising out to the extent that such court has subject matter jurisdiction over the controversy, and, by execution and delivery of or relating to this Agreement or Indenture, the transactions contemplated hereby. Each Issuer hereby irrevocably submits to, generally and unconditionally, the personal jurisdiction of the aforesaid courts, acknowledges their competence and irrevocably agrees to be bound by any judgment rendered in such proceeding. The Issuer and the Company also irrevocably and unconditionally waives for the benefit of the Trustee and the Holders of the Subordinated Notes any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or a proceeding in any such court has been brought and any immunity from legal process (whether through service or notice, attachment prior to judgment, attachment in an inconvenient forumthe aid of execution, execution or otherwise) in respect of this Indenture. Each The Issuer hereby irrevocably designates and appoints for the benefit of the Issuer Trustee and the Company irrevocably appoints Credit Suisse Holders of the Subordinated Notes for the term of this Indenture Sirius America Insurance Company, 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (USAfax: (000) 000-0000); Attention: General Counsel, Inc.and a copy to Xxxxxxx Xxxx & Xxxxxxxxx LLP, Eleven 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX XX, 00000, ; Attention: General Counsel, Xxxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxx as its authorized agent to receive on its behalf service of all process, brought against it with respect to any such proceeding in the Borough of Manhattan any such court in The City of New York upon which process may be served in any York, such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to being hereby acknowledged by the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed effective and binding service on it in every respect effective service of process upon whether or not the Issuer shall then be doing or shall have at any time done business in New York. The Issuer further agrees that such appointment of Sirius America shall be irrevocable and that Sirius America shall maintain an office in New York City so long as any of the Subordinated Notes or the Company, as the case may be, in any such suit or proceeding. Each obligations of the Issuer hereunder remain outstanding or until the appointment of a successor by the Issuer and such successor’s acceptance of such appointment. Upon such acceptance, the Issuer shall notify the Trustee in writing of the name and address of such successor. The Issuer further agrees for the benefit of the Trustee and the Company further agrees Holders of the Subordinated Notes to take any and all action action, including the execution and filing of any and all such documents and instruments as may be necessary to maintain such continue the designation and appointment of such agent in full force and effect for a period effect, so long as any of seven years from the date Subordinated Notes or the obligations of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer hereunder shall be outstanding. The Trustee shall not be obligated and the Guarantor in accordance shall have no responsibility with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member respect to any failure of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member Issuer to take any such action. Nothing herein shall affect the right to serve process in any other manner permitted by any law or limit the right of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of Trustee or any Holder to institute proceedings against the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions Issuer in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers courts of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker other jurisdiction or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actjurisdictions. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Indenture, the Company and each of the Issuer Pledgors and the Company hereby submits to the non-exclusive jurisdiction of the Federal Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and state courts in the Borough of Manhattan in The City of New York appointed CT Corporation System (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement Indenture, the Securities or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives Security Agreements that may be instituted in any objection to the laying of venue of any suit federal or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts court in the State of New York, Borough of Manhattan or brought by the Trustee (whether in The City its individual capacity or in its capacity as Trustee hereunder), and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the jurisdiction of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer Company or the Company, as the case may be, by the person serving the same to the address provided in Section 9applicable Pledgor or Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Issuer Company or the Companysuch Pledgor or Subsidiary Guarantor, as the case may be, in any such suit or proceeding. Each The Company and each of the Issuer Pledgors and the Company Subsidiary Guarantors further agrees agree to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect for a period so long as this Indenture shall be in full force and effect. The Company and each of seven years from the date of this Agreement. If Pledgors and the foregoing is in accordance with your understanding of our agreementSubsidiary Guarantors hereby irrevocably and unconditionally waive, please sign and return to the Company a counterpart hereoffullest extent they may legally effectively do so, whereupon any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this instrument, along with all counterparts, will become a binding agreement among the several Initial PurchasersIndenture, the Issuer Security Agreements or the Securities in any federal or state court in the State of New York, Borough of Manhattan. The Company and each of the Pledgors and the Guarantor Subsidiary Guarantors hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in accordance with its termsany such court. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member To the extent either the Company or any of the Board Pledgors or the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in Securities and the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted Security Agreements, to the extent permitted by law. In Witness Whereof, the parties have caused this Indenture to be duly executed as of the date first above writtenwritten above. As Representative of ULTRAPETROL (BAHAMAS) LIMITED, as principal obligor on the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC bySecurities, By: /s/ Xxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxx --------------------------- Name: Xxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.Secretary

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in has agreed that any suit suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated herebyNotes may be instituted in any New York state or U.S. federal court in The City of New York, New York. Each The Company has irrevocably submitted to the non- exclusive jurisdiction of such courts for such purpose and waived, to the Issuer and the Company irrevocably and unconditionally waives fullest extent permitted by law, trial by jury, any objection it may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court hereafter have that any such suit or proceeding in any such court has been is brought in an inconvenient forumforum and any right to the jurisdiction of any other courts to which it may be entitled, on account of place of residence or domicile. Each of the Issuer and the The Company irrevocably appoints Credit Suisse (USA)has appointed CT Corporation with offices currently at 000 Xxxxxx Xxxxxx, Inc., Eleven Xxxxxxx Xxxxxx00xx xxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Borough of Manhattan Indenture or the Notes which may be instituted in any New York state or U.S. federal court in The City of New York upon which process York, New York. To the extent that the Company has or hereafter may be served in acquire any such immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set- off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any of their property, the Company has irrevocably waived and agrees that service agreed not to plead or claim such immunity in respect of process upon such agent, and written notice of said service to its obligations under the Issuer Indenture or the CompanyNotes. Nothing in the preceding paragraph shall affect the right of the Trustee, as any Holder of the case may be, by the person serving the same Notes or any other Person to the address provided in Section 9, shall be deemed in every respect effective service of serve process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that other manner permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitieslaw. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available shall furnish to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant Holder upon written request and without charge to the Exchange Offer must acknowledge that Holder a copy of the Indenture which has in it will deliver a prospectus the text of this Note in connection with any resale of such Exchange Securitieslarger type. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale Requests may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.to:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each The Company hereby irrevocably designates and appoints Stratasys Inc. as the authorized agent of the Issuer and Company upon whom process may be served in any suit, proceeding or other action against the Company hereby instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of Offered Shares in connection therewith. The Company expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to the non-exclusive nonexclusive personal jurisdiction of the Federal any such court in respect of any such suit, proceeding or other action. Such designation and state courts appointment shall be irrevocable, unless and until a successor authorized agent in the Borough of Manhattan in The City County and State of New York reasonably acceptable to the Representative shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon its authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any suit such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding arising out cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or relating to this Agreement any successor convention or the transactions contemplated herebytreaty. Each of the Issuer and the The Company hereby irrevocably and unconditionally waives any objection that it may have or hereafter have to the laying of venue of any suit such action or proceeding arising out of or relating to based on the Offered Shares, or this Agreement or otherwise relating to the transactions contemplated hereby offering, issuance and sale of the Offered Shares in any Federal and or state courts court sitting in the Borough of Manhattan in The City County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or any claim in any such court that any such suit action or proceeding in any such court has been brought in an inconvenient forum. Each The Company agrees that any final judgment after exhaustion of all appeals or the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough expiration of Manhattan in The City of New York upon which process may be served time to appeal in any such action or proceeding arising out of the sale of the Offered Shares or this Agreement rendered by any such Federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or proceeding, and agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon such agent, and written or notice of said service to the Issuer motion or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, other application in any such suit other manner permitted by law or proceeding. Each limit or affect the right of the Issuer and Underwriters to bring any action or proceeding against the Company or any of its property in the courts of any other jurisdiction. The Company further agrees to take any and all action action, including the execution and filing of all such instruments and documents, as may be necessary to maintain continue such designation designations and appointment of appointments or such agent substitute designations and appointments in full force and effect for a period of seven years from effect. The Company hereby agrees with the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return Underwriters to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member nonexclusive jurisdiction of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member courts of the Board State of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as New York, or the Federal courts sitting in the County of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus New York in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within action or proceeding arising from the meaning sale of the Securities Act. This Prospectus, as it may be amended Offered Shares or supplemented from time to time, may be used this Agreement brought by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The the Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities ActUnderwriters. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the The Issuer and the Company hereby submits Guarantor have agreed that any suit, action or proceeding against the Issuer brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in The City of New York, New York. The Issuer and the Guarantor have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the Federal fullest extent permitted by law, trial by jury and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection they may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuer and the Guarantor each have appointed GlaxoSmithKline Capital Inc., with offices currently at 1000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000 as its Authorized Agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and any state courts in the Borough of Manhattan or federal court in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court York, New York. To the extent that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each either of the Issuer and the Company irrevocably appoints Credit Suisse Guarantor have or hereafter may acquire any immunity (USA)sovereign or otherwise) from any legal action, Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to themselves or any of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchaserstheir property, the Issuer and the Guarantor have irrevocably waived and agreed not to plead or claim such immunity in respect of their obligations under the Indenture or the Notes. The Issuer shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note. Requests may be made to: GSK Finance (No.3) plc, 900 Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxx, e-mail: cxxxxxx.xxxxxxxxx@xxx.xxx; or GlaxoSmithKline plc, 900 Xxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx, XX0 0XX, Xxxxxxx, facsimile number: e-mail: cxxxxxx.xxxxxxxxx@xxx.xxx. Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Registrar [Include the following legend for all Certificated Notes:] THE NOTES EVIDENCED BY THIS CERTIFICATED NOTE MAY BE PURCHASED AND TRANSFERRED ONLY IN MINIMUM PRINCIPAL AMOUNTS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. THIS NOTE AND THE GUARANTEE OF THE NOTE BY GLAXOSMITHKLINE PLC (THE “GUARANTOR”) HAVE NOT BEEN AND WILL NOT BE REGISTERED FOR OFFER OR SALE UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES, AND NEITHER THE ISSUER NOR THE GUARANTOR IS REGISTERED OR INTENDS TO REGISTER UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THE NOTE (INCLUDING ANY BENEFICIAL INTEREST THEREIN) MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH BELOW. EACH PERSON WHO PURCHASES OR OTHERWISE ACQUIRES THIS NOTE BY ACCEPTING DELIVERY HEREOF IS DEEMED TO REPRESENT, WARRANT, ACKNOWLEDGE AND AGREE FOR THE BENEFIT OF THE ISSUER, THE GUARANTOR, THERAVANCE BIOPHARMA, INC. (“THERAVANCE”) AND THE TRUSTEE THAT IT, AND EACH PERSON FOR WHICH IT IS ACTING, WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND EXCEPT: (1) TO GLAXOSMITHKLINE PLC OR ITS SUBSIDIARIES, OR (2) TO A PERSON WHO IS A QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT (A “QP”) WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (A “QIB”) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs, EACH OF WHICH IS ALSO A QP AS TO WHICH THE PURCHASER EXERCISES SOLE INVESTMENT DISCRETION IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A; AND IN EACH CASE IN A PRINCIPAL AMOUNT (FOR THE PURCHASER AND FOR EACH ACCOUNT FOR WHICH SUCH PURCHASER IS ACTING) OF NOT LESS THAN THE MINIMUM DENOMINATION SPECIFIED FOR THIS NOTE PURSUANT TO THE INDENTURE GOVERNING THE NOTES. EACH TRANSFEREE WHO PURCHASES OR OTHERWISE ACQUIRES THIS NOTE (OR ANY BENEFICIAL INTEREST THEREIN) BY PURCHASING OR OTHERWISE ACQUIRING SUCH NOTE (OR SUCH BENEFICIAL INTEREST) IS DEEMED TO REPRESENT, WARRANT, ACKNOWLEDGE AND AGREE FOR THE BENEFIT OF THE ISSUER, THE GUARANTOR, THERAVANCE AND THE TRUSTEE THAT: (A) LESS THAN 40% OF THE ASSETS OF SUCH PURCHASER (AND EACH PERSON FOR WHOM IT IS ACTING) CONSIST OF INVESTMENTS IN THE ISSUER. IT, AND EACH PERSON FOR WHICH IT IS ACTING, (I) IS A QIB THAT IS A QP, (II) WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THIS NOTE (EXCEPT WHEN EACH BENEFICIAL OWNER OF THE PURCHASER AND EACH PERSON FOR WHICH IT IS ACTING IS A QP), (III) HAS RECEIVED THE NECESSARY CONSENT TO BE TREATED AS A QP FROM ALL BENEFICIAL OWNERS WHO ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30, 1996, WHEN THE PURCHASER OR ANY PERSON FOR WHICH IT IS ACTING IS A PRIVATE INVESTMENT COMPANY FORMED BEFORE APRIL 30, 1996, (IV) IS NOT A BROKER-DEALER THAT OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS, (V) IS NOT A PARTICIPANT DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH PLAN, UNLESS INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF SUCH PLAN, (VI) IS NOT A (i) PARTNERSHIP, (ii) COMMON TRUST FUND, (iii) SPECIAL TRUST PENSION FUND OR RETIREMENT PLAN OR (iv) OTHER ENTITY IN WHICH THE PARTNERS, BENEFICIARIES OR PARTICIPANTS, AS THE CASE MAY BE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE MADE OR THE ALLOCATIONS THEREOF, (VII) UNDERSTANDS THAT THE ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS SECURITIES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND (VIII) IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs EACH OF WHICH IS ALSO A QP AS TO WHICH THE PURCHASER EXERCISES SOLE INVESTMENT DISCRETION AND HAS FULL POWER TO MAKE THE ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS ON BEHALF OF EACH SUCH ACCOUNT CONTAINED IN THIS LEGEND; (B) ANY RESALE OR OTHER TRANSFER OF THIS NOTE THAT IS NOT MADE IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH HEREIN WILL BE OF NO FORCE AND EFFECT, WILL BE NULL AND VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE TRUSTEE OR ANY INTERMEDIARY; (C) IN THE EVENT OF A TRANSFER OF THE NOTE (OR BENEFICIAL INTEREST THEREIN) TO A PERSON THAT IS NOT BOTH A QIB AND A QP, THE ISSUER MAY, IN ITS DISCRETION, EITHER (A) COMPEL SUCH TRANSFEREE TO SELL THE NOTE OR ITS INTEREST THEREIN TO A PERSON WHO IS BOTH A QIB AND A QP AND WHO IS OTHERWISE QUALIFIED TO PURCHASE THE NOTE IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OR (B) ON BEHALF OF SUCH TRANSFEREE (AND SUCH TRANSFEREE BY ACCEPTING DELIVERY OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN IRREVOCABLY GRANTS TO THE ISSUER AND THE ISSUER’S AGENTS FULL POWER AND AUTHORITY TO, ON BEHALF OF SUCH TRANSFEREE), SELL THIS NOTE OR SUCH TRANSFEREE’S INTEREST HEREIN TO A PERSON DESIGNATED BY OR ACCEPTABLE TO THE ISSUER AT A PRICE EQUAL TO THE LEAST OF (1) THE PURCHASE PRICE THEREFOR PAID BY THE ORIGINAL TRANSFEREE, (2) 100 PERCENT. OF THE PRINCIPAL AMOUNT THEREOF AND (3) THE FAIR MARKET VALUE THEREOF; (D) THE ISSUER HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER OF THIS NOTE OR INTEREST THEREIN TO A PERSON WHO IS NOT BOTH A QIB AND A QP; AND (E) SUCH TRANSFEREE WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN THE INDENTURE GOVERNING THE NOTES TO ANY SUBSEQUENT TRANSFEREE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT FOR RESALES OF THIS NOTE. THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE OF THIS NOTE MAY BE OBTAINED BY WRITING TO GLAXOSMITHKLINE PLC, 900 XXXXX XXXX XXXX, XXXXXXXXX, XXXXXXXXX, XX0 0XX, XXXXXXX, ATTENTION: CORPORATE FINANCE, TREASURY (EMAIL: CX.XXXXXXXX@XXX.XXX). No. Principal Amount $ This is to certify that: ____________________________________ of ____________________________________ ____________________________________ ____________________________________ ____________________________________ is the person registered in the register maintained by the Registrar in relation to the Notes (the “Note Register”) as the duly registered holder of the Notes represented by this Certificated Note or, if more than one person is so registered, the first named of such persons (the “Holder”). GSK Finance (No.3) plc (the “Issuer”), a public limited company incorporated under the laws of England and Wales, promises to pay to the Holder the principal sum of $ on June 22, 2023. Reference is hereby made to the further provisions of this Note as set forth on the reverse hereof, which provisions shall for all purposes have the same effect as if set forth at this place. GSK FINANCE (NO.3) PLC By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION Deutsche Bank Trust Company Americas, as Trustee, certifies that this is one of the Notes referred to in the Indenture. Authorized Signatory Date: [Attach REVERSE SIDE OF NOTE AND GUARANTEE set forth in Exhibit A, excluding Schedule A thereto] By depositing this duly completed Redemption Notice with any Paying Agent for the above Notes, the undersigned, being (check applicable box): /__/ the Holder of [a] Certificated Note[s] in respect of the Notes as are surrendered with this Redemption Notice and referred to below, /__/ ___________________, a participant in The Depositary, hereby certifies that it is acting directly or indirectly on behalf of and pursuant to instructions from the person owning the beneficial interests specified below in the Global Note, and hereby irrevocably exercises the option to have such Notes or portions thereof as indicated below (being $250,000 in principal amount and integral multiples of $1,000 in excess thereof) redeemed in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member Article V of the Board Indenture dated as of Directors byJune 22, 2020, GSK Finance (No.3) plc, as Issuer, GlaxoSmithKline plc, as Guarantor, Deutsche Bank Trust Company Americas, as Trustee, Principal Paying Agent, Transfer Agent, Principal Exchange Agent and Registrar (the “Indenture”). Capitalized terms used herein shall have the meanings ascribed to them in the Indenture. This Redemption Notice relates to Notes (or portions thereof) in the aggregate principal amount of $_______ bearing the following identifying numbers: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member If the Notes referred to above are Certificated Notes to be returned to the undersigned, they should be returned by post to the address of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions undersigned appearing in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities ActRegister. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in parties hereto have agreed that any suit suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated herebyNotes may be instituted in any New York state or U.S. federal court in The City of New York, New York. Each The parties hereto have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the Issuer and the Company irrevocably and unconditionally waives fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Company has appointed National Registered Agents, Inc. with offices currently at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and any New York state courts in the Borough of Manhattan or U.S. federal court in The City of New York York, New York. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any of their property, the Company has irrevocably waived and irrevocably and unconditionally waives and agrees agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes. Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any such court that other manner permitted by law. The Company shall furnish to any such suit Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to: Xxxxx Dorados Holdings Inc. Xxxxx Xxxxx Xxxx 000, Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxx (B1636 FFB) Attention: Chief Financial Officer Fax No.: +00 00 0000 0000 (2059) To assign this Note, fill in the form below: (I) or proceeding in any such court has been brought (we) assign and transfer this Note to: (Print or type assignee’s name, address and zip code) (Insert assignee’s Social Security or Tax I.D. Number) and irrevocably appoint __________________ to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date:_______________ Your Signature: ________________________________________ (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: ______________________________ (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an inconvenient forumapproved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. Each The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian If you want to elect to have part of this Note purchased by the Company pursuant to Section 3.7 of the Issuer Indenture, state the principal amount (which must be an integral multiple of U.S.$1,000, provided that the principal amount is not less than U.S.$100,000) that you want to have purchased by the Company: U.S.$____________ Date: __________ Your Signature ____________________________ (Sign exactly as your name appears on the other side of the Note) Tax Identification No.:________________________ Signature Guarantee: _______________________________________ (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and the Company irrevocably appoints Credit Suisse (USAloan associations and credit unions with membership in an approved signature guarantee medallion program), Inc.pursuant to Exchange Act Rule 17Ad-15. Citibank, Eleven Xxxxxxx XxxxxxN.A. 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx Xxxxxx Xxxx, Xxx Xxxx, XX 00000, Xxxxxx 00000 Attention: General CounselGlobal Transaction Services, as its authorized agent in Xxxxx Dorados Re: 6.625% Notes due 2023 (the Borough “Notes”) of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, Xxxxx Dorados Holdings Inc. (the “Company”) Ladies and agrees that service of process upon such agent, and written notice of said service Gentlemen: Reference is hereby made to the Issuer or the CompanyIndenture, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted dated as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES September 27, 2013 (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging as amended and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be the “Indenture”), among the Company, the Subsidiary Guarantors named therein and Citibank, N.A., as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to U.S.$___________ aggregate principal amount of Notes [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note] beneficially owned by a broker-dealer in connection with resales the undersigned (the “Transferor”) to effect the transfer of Exchange Securities received such Notes in exchange for Initial an equivalent beneficial interest in the Rule 144A Global Note. In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the U.S. Securities where such Initial Securities were acquired by such broker-dealer Act of 1933, as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date amended (as defined herein“Rule 144A”), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer a transferee that receives Exchange Securities the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result transaction meeting the requirements of market-making activities Rule 144A and in accordance with applicable securities laws of any state of the United States or any other trading activities, must acknowledge that it will deliver jurisdiction. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a prospectus copy hereof to any interested party in connection any administrative or legal proceedings or official inquiry with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant respect to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale matters covered hereby. Very truly yours, [Name of such Exchange Securities. This ProspectusTransferor] By:____________________________ _______________________________ Authorized Signature Citibank, N.A. 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx Xxxxxx Xxxx, Xxx Xxxxxx 00000 Attention: Global Transaction Services, Xxxxx Dorados Re: 6.625% Notes due 2023 (the “Notes”) of Xxxxx Dorados Holdings Inc. (the “Company”) Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as it may be of September 27, 2013 (as amended or and supplemented from time to time, may be the “Indenture”), among the Company, the Subsidiary Guarantors named therein and Citibank, N.A., as Trustee. Capitalized terms used by a broker-dealer but not defined herein shall have the meanings given them in the Indenture. In connection with resales our proposed sale of Exchange U.S.$________ aggregate principal amount of the Notes [in the case of a transfer of an interest in a 144A Global Note: , which represent an interest in a 144A Global Note] beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result Act of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus1933, as amended or supplemented(the “Securities Act”), available and, accordingly, we represent that: (a) the offer of the Notes was not made to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions a person in the Exchange Securities may be required to deliver a prospectus.(1United States; (b) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing either (i) at the time of resalethe buy order was originated, at prices related to such prevailing market prices the transferee was outside the United States or negotiated prices. Any such resale may be made directly to purchasers we and any person acting on our behalf reasonably believed that the transferee was outside the United States or to (ii) the transaction was executed in, on or through brokers or dealers who may receive compensation the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the form of commissions or concessions from any such broker-dealer or United States; (c) no directed selling efforts have been made in the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates United States in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning contravention of the Securities Act and any profit on any such resale requirements of Exchange Securities and any commission Rule 903(b) or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(eRule 904(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus., as applicable;

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Indenture, the Company and each of the Issuer Subsidiary Guarantors (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed the Corporation Service Company, 80 State Street, 6th Floor, Albany, New York 12207-2543, as its authoxxxxx xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxt, action or proceeding arising out of or relating to the Notes or this Indenture that may be instituted in any federal or state court in the State of New York, Borough of Manhattan, or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), 76 and acknowledges that the Corporation Service Company hereby has accepted such designation, (ii) submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York any such court in any suit such suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer proceeding, and the Company irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any suit such proceeding or proceeding arising out any claim of or relating to this Agreement or the transactions contemplated hereby in Federal inconvenient forum and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and iii) agrees that service of process upon such agent, the Corporation Service Company and written notice of said service to the Issuer Company (mailed or the Company, delivered to its Chief Financial Officer at its principal office as the case may be, by the person serving the same to the address provided specified in Section 912.2), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Each of the Issuer The Company and the Company each Subsidiary Guarantor further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments as may be necessary to maintain continue such designation and appointment of such agent the Corporation Service Company in full force and effect for a period so long as this Indenture shall be in full force and effect or any of seven years the Notes shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the date Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement. If Indenture and the foregoing is in accordance with your understanding of our agreementNotes, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributionlaw.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Indenture, the Issuer (i) acknowledges that it will, by separate written instrument, designate and the Company hereby submits to the non-exclusive jurisdiction of the Federal appoint Nexen Petroleum U.S.A. Inc., 12790 Merit Drive, Suite 800, LB 94, Dallas, Texas 75251 (and state courts in the Borough of Manhattan in The City of New York any sucxxxxxx xxxxxx) xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxs may be served in any suit or proceeding arising out of or relating to this Agreement Indenture or the transactions contemplated hereby. Each Securities that may be instituted in any Federal or state court in the State of New York, the Issuer and the Company irrevocably and unconditionally waives any objection to the laying City of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in New York, the Borough of Manhattan in The City Manhattan, or brought under federal or state securities laws, and acknowledges that Nexen Petroleum U.S.A. Inc. will accept such designation, (ii) submits to the jurisdiction of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, Nexen Petroleum U.S.A. Inc. and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in accordance with Section 9, 1.05 shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of To the extent that the Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law. By the execution and delivery of this Indenture, the Company further agrees to take Trustee (i) acknowledges that it will, by separate written instrument, designate and appoint Deutsche Bank AG, Toronto Branch, 22 Bay Street, Suite 1100, Toronto, Ontario, Canada M5K 1E7 (and any and all action as xxxxxxxxx xxxxxx) xx xxx xxxxxxxxxx xxxxx xxxx xxxxx xxxxxxs may be necessary served in any suit or proceeding arising out of or relating to maintain this Indenture or the Securities that may be instituted in any provincial court in the Province of Ontario, or brought under Canadian federal or Canadian provincial securities laws, and acknowledges that Deutsche Bank AG will accept such designation designation, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding, and appointment (iii) agrees that service of such agent in full force process upon Deutsche Bank AG and effect for a period written notice of seven years from said service to the date of this Agreement. If the foregoing is Trustee in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not Section 1.05 shall be deemed to admit that it is an “underwriter” within in every respect effective service of process upon the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer Trustee in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributionsuit or proceeding.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each The Company hereby irrevocably designates and appoints Pxxxxxx & Associates as the authorized agent of the Issuer Company upon whom process may be served in any suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of the Shares and the Warrants in connection therewith. The Company hereby expressly accepts jurisdiction of any such court in respect of any such suit, proceeding or other action and, without limiting other methods of obtaining jurisdiction, expressly submits to the non-exclusive nonexclusive personal jurisdiction of the Federal any such court in respect of any such suit, proceeding or other action. Such designation and state courts appointment shall be irrevocable, unless and until a successor authorized agent in the Borough of Manhattan in The City County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any suit such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding arising out cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or relating to this Agreement any successor convention or the transactions contemplated herebytreaty. Each of the Issuer and the The Company hereby irrevocably and unconditionally waives any objection that it may have or hereafter have to the laying of venue of any suit such action or proceeding arising out of or relating to based on the Securities, or this Agreement or otherwise relating to the transactions contemplated hereby offering, issuance and sale of the Securities in Federal and any federal or state courts court sitting in the Borough of Manhattan in The City County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or any claim in any such court that any such suit action or proceeding in any such court has been brought in an inconvenient forum. Each The Company agrees that any final judgment after exhaustion of all appeals or the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough expiration of Manhattan in The City of New York upon which process may be served time to appeal in any such action or proceeding arising out of the sale of the Shares and the Warrants or this Agreement rendered by any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or proceeding, and agrees that service in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process upon such agent, and written or notice of said service to the Issuer motion or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, other application in any such suit other manner permitted by law or proceeding. Each limit or affect the right of the Issuer and Underwriters to bring any action or proceeding against the Company or any of its property in the courts of any other jurisdiction. The Company further agrees to take any and all action action, including the execution and filing of all such instruments and documents, as may be necessary to maintain continue such designation designations and appointment of appointments or such agent substitute designations and appointments in full force and effect for a period of seven years from effect. The Company hereby agrees with the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return Underwriters to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member nonexclusive jurisdiction of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member courts of the Board State of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as New York, or the federal courts sitting in the County of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus New York in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within action or proceeding arising from the meaning sale of the Securities Act. This Prospectus, as it may be amended Shares and the Warrants or supplemented from time to time, may be used this Agreement brought by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The the Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities ActUnderwriters. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Indenture, the Issuer Corporation (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 111 8th Avenue, 13th Floor, New York, New York as its authorized agent xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx or proceeding arising out of or relating to the Company hereby Securities or this Indenture that may be instituted in any federal or state court in the City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), (ii) submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, on CT Corporation System and written notice of said service to the Issuer Corporation (mailed or the Company, as the case may be, by the person serving the same delivered to the address provided Corporation, attention: Executive Vice-President and General Counsel, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 91.5 hereof), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Corporation in any such suit or proceeding. Each of the Issuer and the Company The Corporation further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted so long as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Actshall be outstanding. This ProspectusTo the extent that the Corporation has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, as attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Corporation hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by law. The Corporation hereby irrevocably and unconditionally waives, to the fullest extent it may be amended legally and effectively do so, any objection which it may now or supplemented from time hereafter have to timethe laying of venue of any suit, may be used action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the State of New York, Borough of Manhattan. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by a broker-dealer law, the defense of an inconvenient forum to the maintenance of such action or proceeding in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributioncourt.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in parties hereto irrevocably agrees that any suit suit, action or proceeding arising out of of, related to, or relating to in connection with this Agreement Indenture, the Notes, the Guarantees and any supplemental indenture or the transactions contemplated hereby. Each , and any action arising under U.S. federal or state securities laws, may be instituted in any U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably waives, to the Issuer and the Company irrevocably and unconditionally waives fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York such proceeding; and irrevocably and unconditionally waives and agrees not submits to plead or claim the jurisdiction of such courts in any such court that any such suit suit, action or proceeding in any such court has been brought in an inconvenient forumproceeding. Each The Issuer and each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Guarantors has appointed Law Debenture Corporate Services Inc., Eleven Xxxxxxx Xxxxxxwith offices currently located at 400 Madison Avenue, Xxx Xxxx4th Floor, XX 00000New York, Attention: General CounselNew York 10017, United States of America, as its authorized agent in the Borough of Manhattan in The City of New York upon which whom process may be served in any such suit suit, action or proceedingproceeding which may be instituted in any federal or state court located in the State of New York, Borough of Manhattan arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. federal or state securities laws (the “Authorized Agent”). The Issuer and each of the Guarantors expressly consents and submits to the jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction with respect thereto and waives any right to trial by jury. Such appointment will be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer will be deemed, in every respect, effective service of process upon such agent, the Issuer and written notice of said service to any Guarantor. To the extent that the Issuer or the Companyany Guarantors, as the case may be, by has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the person serving the same to the address provided in Section 9Issuer, shall be deemed in every respect effective service of process upon the Issuer or the Companysuch Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreementNotes, please sign and return to the Company a counterpart hereofGuarantees, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer supplemental indenture or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Acttransactions contemplated hereby. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 111 8th Avenue, 13th Floor, New York, New York 10011 as its authorizex xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx or proceeding arising out of or relating to the Securities or this Indenture that may be instituted in any United States federal or New York state court in the Borough of Manhattan, The City of New York or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), (ii) submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer Company (mailed or delivered to its Secretary at its principal office specified in the Company, as first paragraph of this Indenture and in the case may be, by the person serving the same to the address provided manner specified in Section 91.05 hereof), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Company in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted so long as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may shall be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitiesOutstanding. The Company has agreed thatirrevocably and unconditionally waives, for a period of [·] days after to the Expiration Date (as defined herein)fullest extent permitted by law, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge objection that it will deliver a prospectus in connection with any resale may now or hereafter have to laying of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers venue of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the Exchange Offer and any broker or dealer that participates in a distribution fullest extent permitted by law, the defense of such Exchange Securities may be deemed an inconvenient forum to be an “underwriter” within the meaning maintenance of the Securities Act and any profit on any such resale of Exchange Securities and any commission action, suit or concessions received by proceeding in any such persons may be deemed to be underwriting compensation under court. To the Securities Act. The Letter of Transmittal states that, by acknowledging extent that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Prospectus Indenture and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident Securities, to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actextent permitted by law. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby submits to the non-exclusive jurisdiction of the Federal (i) acknowledges that it has, by separate written instrument, irrevocably designated and state courts in the Borough of Manhattan in The City of appointed CT Corporation System, 1633 Broadway, New York York, New Yxxx 00000, xx xxx xxxxxxxxxx xxxxxxxxxx agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement Indenture that may be instituted in any federal or state court in the transactions contemplated hereby. Each State of New York, Borough of Manhattan, or brought under federal or state securities laws or brought by the Issuer Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and the Company irrevocably and unconditionally waives any objection acknowledges that CT Corporation System has accepted such designation, (ii) submits to the laying jurisdiction of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer it (mailed or the Companydelivered to its Secretary at its principal office in Kansas City, Missouri as the case may be, by the person serving the same to the address provided specified in Section 9106(b) and Section 106(c) hereof, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect for a period so long as this Indenture shall be in full force and effect. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of seven years any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the date Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement. If Indenture and the foregoing is in accordance with your understanding of our agreementSecurities, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributionlaw.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby (i) acknowledges that it has irrevocably designated and appointed CT Corporation System, 111 8th Avenue, 13th Floor, New York, New York 10011 as its authorizxx xxxxx xxxx xxxxx xxxxxxx xxx xx xxxxxx xx xxx xxxx or proceeding arising out of or relating to the Securities or this Indenture that may be instituted in any federal or New York state court located in The Borough of Manhattan, The City of New York, or brought by the Trustees (whether in their individual capacity or in their capacity as Trustees hereunder), (ii) irrevocably submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer Company (mailed or delivered to the Company, attention: Vice President, Corporate & Legal Affairs, at its principal office at 2505 Meadowvale Boulevard, Mississauga, Ontario, Canada L5N 5S2, as the case may besxxxxxxxx xx Xxxxxxx 0.00 xxxxxx), by the person serving the same to the address provided in Section 9, shall be deemed in every respect xxxxx xx xxxxxx xx xxxxx xespect effective service of process upon the Issuer or the Company, as the case may be, Company in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect for a period so long as this Indenture shall be in full force and effect. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of seven years any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the date Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement. If Indenture and the foregoing is in accordance with your understanding of our agreementSecurities, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitieslaw. The Company has agreed thatirrevocably and unconditionally waives, for a period to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with venue of any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account action, suit or proceeding in exchange for Securities, where any such Initial Securities were acquired by such broker-dealer as a result of market-making activities court or other trading activities, must acknowledge that it will deliver a prospectus in connection any appellate court with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activitiesrespect thereto. The Company has agreed thatirrevocably waives, for a period to the fullest extent permitted by law, the defense of [·] days after an inconvenient forum to the Expiration Datemaintenance of such action, it will make this prospectus, as amended suit or supplemented, available to any broker-dealer for use proceeding in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actcourt. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Third Supplemental Indenture, each of the Issuer Company and the Company hereby submits to the non-exclusive jurisdiction of the Federal each Guarantor (i) acknowledges that it has, by separate written instrument, designated and state courts in the Borough of Manhattan in The City of New York appointed CT Corporation System as its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Notes, the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, or this Agreement Third Supplemental Indenture, that may be instituted in any Federal or State court in the transactions contemplated hereby. Each State of New York, Borough of Manhattan, or brought under Federal or State securities laws or brought by the Issuer Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and the Company irrevocably and unconditionally waives any objection acknowledges that CT Corporation System has accepted such designation, (ii) submits to the laying of venue jurisdiction of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim such court in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA)suit, Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit action or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer it (mailed or the Company, delivered to its Executive Director at its principal office as the case may be, by the person serving the same to the address provided specified in Section 911.02 of the Indenture), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Each of the Issuer Company and the Company each Guarantor further agrees agree to take any and all action action, including the execution and filing of any and all such documents and instruments as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System, in full force and effect so long as the Indenture shall be in full force and effect; provided that the Company may and shall (to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Section 4.07 that (i) maintains an office located in the Borough of Manhattan, The City of New York in the State of New York, (ii) are either (x) counsel for the Company or (y) a period corporate service company which acts as agent for service of seven years from process for other Persons in the date ordinary course of this Agreement. If the foregoing is its business and (iii) agrees to act as agent for service of process in accordance with your understanding this Section 4.07. Such notice shall identify the name of our agreementsuch agent for process and the address of such agent for process in the Borough of Manhattan, please sign and return The City of New York, State of New York. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor New Guarantor, if any, appointed and acting in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of DistributionSection 4.07.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Indenture, the Issuer (i) acknowledges that it has, by sepa- rate written instrument, designated and the Company hereby submits appointed CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the non-exclusive jurisdiction of the Federal and Noteholder Collateral Platform Guarantees or this Indenture (but for that purpose only) that may be instituted in any U.S. federal or state courts court located in the Borough of Manhattan in The City of New York in any suit York, or proceeding arising out of brought under federal or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer state securities laws, and the Company irrevocably and unconditionally waives any objection acknowledges that CT Corporation System has accepted such designation, (ii) submits to the laying non- exclusive jurisdiction of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state such courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA)suit, Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit action or proceeding, and (iii) agrees that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer it (mailed or the Companydelivered to its Chief Financial Officer at its principal office in Toronto, Ontario as the case may be, by the person serving the same to the address provided specified in Section 914.01 hereof), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, it in any such suit or proceeding. Each Not- withstanding the foregoing, the Issuer reserves the right to appoint another Person located or with an of- fice in the Borough of Manhattan, The City of New York, selected in its discretion, as a successor author- ized agent, and upon acceptance of such consent to service of process by such a successor the designation of the prior authorized agent shall terminate. The Issuer shall give notice to the Trustee and all Holders of the Company designation by them of a successor authorized agent. If for any reason the authorized agent ceases to be able to act as the authorized agent or to have an address in the Borough of Manhattan, The City of New York, the Issuer will designate a successor authorized agent in accordance with the preceding sentence. The Issuer further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent in full force and effect for a period so long as this Indenture shall be in full force and effect. To the extent that the Issuer has or hereafter may acquire any immunity from jurisdiction of seven years any court or from the date any legal process (whether through service of this Agreement. If the foregoing is notice, attachment prior to judgment, attach- ment in accordance aid of execution, execution or otherwise) with your understanding of our agreement, please sign and return respect to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasersitself or its property, the Issuer hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Guarantor in accordance with its terms. Very truly yoursNotes, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that extent permitted by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributionlaw.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxx Xxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·•] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of this Indenture, the Issuer Corporation (i) acknowledges that it has irrevocably designated and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York appointed CT Corporation System, 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Agreement Indenture that may be instituted in any federal or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts court in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not or brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), (ii) submits to plead or claim in the non-exclusive jurisdiction of any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and (iii) agrees that service of process upon such agenton CT Corporation System, in any manner permitted by applicable law, and written notice of said service to the Issuer Corporation (mailed or the Company, as the case may be, by the person serving the same delivered to the address provided Corporation, attention: Executive Vice-President and General Counsel, at its principal office specified in the first paragraph of this Indenture and in the manner specified in Section 91.5 hereof), shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Corporation in any such suit or proceeding. Each of the Issuer and the Company The Corporation further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted so long as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Actshall be outstanding. This ProspectusTo the extent that the Corporation has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, as attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Corporation hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Securities, to the extent permitted by law. The Corporation hereby irrevocably and unconditionally waives, to the fullest extent it may be amended legally and effectively do so, any objection which it may now or supplemented from time hereafter have to timethe laying of venue of any suit, may be used action or proceeding arising out of or relating to this Indenture or the Securities in any federal or state court in the City of New York, State of New York. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by a broker-dealer law, the defense of an inconvenient forum to the maintenance of such action or proceeding in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distributioncourt.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits parties to the non-exclusive jurisdiction Indenture has agreed that any suit, action or proceeding arising out of or based upon the Federal and Indenture, the Notes or the Subsidiary Guarantees may be instituted in any New York state courts or U.S. federal court in the Borough of Manhattan in The City of New York City and in any suit or proceeding arising out the courts of or relating its own corporate domicile, in respect of actions brought against such party as a defendant. The parties to this Agreement or the transactions contemplated hereby. Each Indenture have irrevocably submitted to the jurisdiction of such courts for such purpose and waived, to the Issuer and the Company irrevocably and unconditionally waives fullest extent permitted by applicable law, trial by jury, any objection they may now or hereafter have to the laying of venue of any suit such suit, action or proceeding, and any claim they may now or hereafter have that any suit, action or proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled on account of place of residence or domicile. The Company and the Subsidiary Guarantors have appointed Xxxxxxx & Associates, with offices currently at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx, as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture, the Notes or the transactions contemplated hereby Subsidiary Guarantees which may be instituted in Federal and any New York state courts or U.S. federal court in the Borough of Manhattan in The City of New York City, and have granted an irrevocable power of attorney for lawsuits and collections (pleitosy cobranzas) to such agent for service of process. To the extent that any of the Company or any Subsidiary Guarantor has or hereafter acquires any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, each of the Company and each Subsidiary Guarantor has irrevocably waived and unconditionally waives and agrees agreed not to plead or claim such immunity in any such court that any such suit respect of its obligations under the Indenture, the Notes or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General CounselSubsidiary Guarantees, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activitiesapplicable. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available shall furnish to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant Holder upon written request and without charge to the Exchange Offer must acknowledge that it will deliver Holder a prospectus in connection with copy of the Indenture and any resale of such Exchange SecuritiesSecurity Document. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale Requests may be made directly to purchasers to: Enjoy X.X. Xxxxxxx Xxxxx 000, Xxxx 00 Xxx Xxxxxx – Xxxxxxxx de Chile Attention: Xxxxxxx Xxxx-Xxxxx, CFO Email: xxxxxxx.xxxxxxxxx@xxxxx.xx Date of Increase or to Decrease Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or through brokers increase Signature of authorized signatory of Trustee or dealers who may receive compensation Note Custodian To assign this Note, fill in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.below:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx M A Hoyow Name: X X Xxxxxx M A Hoyow Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Xxxxxx Name: Xxxxx Xxxx Xxxxxx Title: Authorized Person by: /s/ Xxxxx Xxxx Xxxxxxx Name: Xxxxx Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer The Issuers and the Note Guarantors have agreed that any suit, action or proceeding against the Company hereby submits brought by any Holder or the Trustee arising out of or based upon the Indenture or the Notes may be instituted in any state or federal court in Borough of Manhattan, The City of New York, New York. The Issuers and the Note Guarantors have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the Federal fullest extent permitted by law, trial by jury and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection they may now or hereafter have to the laying of venue of any suit such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum. The Issuers and the Note Guarantors have appointed National Registered Agents, Inc., 800 Xxxxxx xx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 as each of their authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement based upon the Indenture or the transactions contemplated hereby Notes which may be instituted in Federal and any state courts or federal court in the Borough of Manhattan in Manhattan, The City of New York York, New York. To the extent that any of the Issuers and the Note Guarantors have or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to themselves or any of their property, the Issuers and the Note Guarantors have irrevocably waived and unconditionally waives and agrees agreed not to plead or claim such immunity in respect of their obligations under the Indenture or the Notes. The Issuers will furnish to any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each Holder upon written request and without charge to the Holder a copy of the Issuer and Indenture which has in it the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date text of this AgreementNote in larger type. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale Requests may be made directly to purchasers or to or through brokers or dealers who may receive compensation to: c/o Elan Corporation, plc Txxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Attention: Chief Financial Officer Elan Finance Corp. c/o Elan Corporation, plc Txxxxxxx Xxxxxxxx, Xxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx 0, Xxxxxxx Attention: Chief Financial Officer [Include for Certificated Notes only: To assign this Note, fill in the form below: I or we assign and transfer this Note to and irrevocably appoint agent to transfer this Note on the books of commissions or concessions from any such broker-dealer or the purchasers Issuers. The agent may substitute another to act for him. Date:____________________ Your Signature:___________________ Signature Guarantee:______________________________ (Signature must be guaranteed) Sign exactly as your name appears on the other side of any such Exchange Securitiesthis Note. Any broker-dealer that resells Exchange Securities that were received The signature(s) should be guaranteed by it for its own account an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.] [To be attached to Global Notes only: The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee ] [Include for Certificated Notes: If you want to elect to have this Note purchased by the Exchange Offer and any broker Issuers pursuant to Section 3.10 or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning Section 3.16 of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states thatIndenture, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.check either box:

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the Issuer and the Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in Section 9, shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, in any such suit or proceeding. Each of the Issuer and the Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann X X Xx Xxxxx Name: R Rimann X X Xx Xxxxx Title: Member of the Board of Directors by: /s/ X X Xxxxxx M A Hoyow Name: X X Xxxxxx M A Hoyow Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxx Xxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC byBy: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities. Each By the execution and delivery of the Issuer and this Indenture, the Company hereby submits to the non-exclusive jurisdiction of the Federal (i) acknowledges that it has, by separate written instruments, designated and state courts in the Borough of Manhattan in The City of New York appointed CT Corporation System, 1633 Xxxxxxxx, Xxx Xxxx, XX 00000 ("XT Corporation System") (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement Indenture that may be instituted in any federal or the transactions contemplated hereby. Each of the Issuer and the Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts court in the Borough of Manhattan in The Manhattan, City of New York, State of New York or brought under federal or state securities laws, and irrevocably represent and unconditionally waives and agrees not warrant that CT Corporation System has accepted such designation, (ii) submit to plead or claim in the jurisdiction of any such court that in any such suit or proceeding in any such court has been brought in an inconvenient forum. Each of the Issuer and the Company irrevocably appoints Credit Suisse (USA), Inc., Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees iii) agree that service of process upon such agent, CT Corporation System and written notice of said service to the Issuer or the Company, as the case may be, by the person serving the same to the address provided in accordance with Section 9, 10.02 shall be deemed in every respect effective service of process upon the Issuer or the Company, as the case may be, Company in any such suit or proceeding. Each of the Issuer and the The Company further agrees to take any and all action action, including the execution and filing of any and all such documents and instruments, as may be necessary to maintain continue such designation and appointment of such agent CT Corporation System in full force and effect for a period of seven years from the date of this Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantor in accordance with its terms. Very truly yours, CREDIT SUISSE GROUP FUNDING (GUERNSEY) LIMITED by: /s/ R Rimann Name: R Rimann Title: Member of the Board of Directors by: /s/ X X Xxxxxx Name: X X Xxxxxx Title: Member of the Board of Directors CREDIT SUISSE GROUP AG by: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Person by: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Person The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. As Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC by: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with long as any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date remain outstanding (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant subject to the Exchange Offer must acknowledge limitation set forth in clause (i)); provided, however, that it will deliver a prospectus in connection with any resale the Company may, and to the extent CT Corporation System ceases to be able to be served on the basis contemplated herein shall, by written notice to the Trustee, designate such additional or alternative agent for service of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of [·] days after the Expiration Date, it will make process under this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [·] all dealers effecting transactions Section 10.14 that (i) maintains an office located in the Exchange Securities may be required to deliver a prospectus.(1Borough of Manhattan, City of New York, State of New York, and (ii) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the- counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of [·] days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer either (including the expenses of one x) United States counsel for the Holders Company or (y) a corporate service company which acts as agent for service of process for other persons in the ordinary course of its busineSection Such written notice shall identify the name of such agent for service of process and the address of the Securities) other than commissions office of such agent for service of process in the Borough of Manhattan, City of New York, State of New York. To the extent that the Company has or concessions hereafter may acquire any immunity from jurisdiction of any brokers court of (i) any jurisdiction in which the Company owns or dealers leases property or assets, (ii) the United States or the State of New York or (iii) the Netherlands or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and will indemnify the Holders assets or this Agreement or any of the Securities (including Notes or actions to enforce judgments in respect of any broker-dealers) against certain liabilitiesthereof, including liabilities the Company hereby irrevocably waives such immunity in respect of its obligations under the Securities Actabove-referenced documents, to the extent permitted by law. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.