Common use of Maintenance of Office or Agency Clause in Contracts

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar registrar or co-registrar) where the Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the such Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.3.

Maintenance of Office or Agency. (a) The Company will shall maintain in the United States, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar Trustee or co-registrarRegistrar) where Notes Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be servedexchange. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agencyagency (in each case, if not the office of the Trustee). If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office corporate trust office of the Trustee as set forth in Section 11.02; provided, however, no service of legal process may be made on the Issuers at an office of the Trustee. . (b) The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company Issuers hereby designates designate the Corporate Trust Office corporate trust office of the Trustee or its agent, as one such office or agency of the Company Issuers in accordance with Section 2.03 hereof2.04.

Maintenance of Office or Agency. The Company will Issuers shall maintain an the office or agency required under Section 2.03 (which may be an office of the Trustee or an affiliate Affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be served. The Company will Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuers shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuers of its their obligation to maintain an office or agency for such purposesrequired under Section 2.03. The Company will Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuers hereby designates designate the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuers in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. (a) The Company will shall maintain an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee, Registrar Trustee or co-registrarRegistrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. , and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee Trustee, as one such office office, drop facility or agency of the Company in accordance with Section 2.03 hereof4.02(a).

Maintenance of Office or Agency. (a) The Company will shall maintain an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee, Registrar Trustee or co-registrarRegistrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. , and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office office, drop facility or agency of the Company in accordance with Section 2.03 hereof4.02(a).

Maintenance of Office or Agency. (1) The Company will shall maintain an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, location of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. , and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (2) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (3) The Company hereby designates the Corporate Trust Office of the Trustee Trustee, as one such office office, drop facility or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will Issuer shall maintain an the office or agency required under Section 2.03 (which may be an office of the Trustee or an affiliate Affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuer of its their obligation to maintain an office or agency for such purposesrequired under Section 2.03. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. (a) The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate agent of the Trustee, Registrar Trustee or co-registrarRegistrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. ; provided, however, no service of legal process may be made on the Company at the Corporate Trust Office or any other office of the Trustee. (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.04 of this Indenture; provided, however, no service of legal process may be made on the Company at the Corporate Trust Office or any other office of the Trustee.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which where Securities may be presented or surrendered for payment. The Company also shall maintain an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) agency where Notes Securities may be surrendered for registration of transfer transfer, redemption or for exchange and where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, location and any change in the location, location of any such office offices or agencyagencies. If at any time the Company fails shall fail to maintain any such required office offices or agency agencies or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office office of the Trusteeagent of the Trustee described above and the Company hereby appoints such agent as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposesdesignation. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where Notes may be an office of the Trustee presented or an affiliate of the Trusteesurrendered for payment, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Trustee may resign any agency capacity under this Indenture upon 30 days' written notice to the Company. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission remission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where Securities of that series may be an office presented or surrendered for payment, where Securities of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes that series may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Except as otherwise specified with respect to a series of Securities as contemplated by Section 301, the Company hereby initially designates as the Place of Payment for each series of Securities The City and State of New York, and initially appoints the Trustee at its Corporate Trust Office of as the Trustee as one such Company's office or agency of the Company for each such purpose in accordance with Section 2.03 hereofsuch city.

Maintenance of Office or Agency. The Company will Issuer shall maintain an the office or agency required under Section 2.03 hereof (which may be an office of the Trustee or an affiliate Affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuer of its obligation to maintain an office or agency for such purposesrequired under Section 2.03 hereof. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuer of its obligation to maintain an office or agency for such purposes. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The With respect to each Series of Notes, the Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 2.04 hereof.

Maintenance of Office or Agency. The Company will maintain in the City and State of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the City and State of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails will fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereofCompany.

Maintenance of Office or Agency. (a) The Company will shall maintain an office or agency (which may unless otherwise provided will be an the office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. , and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee Trustee, as one such office office, drop facility or agency of the Company in accordance with Section 2.03 hereof4.02(a).

Maintenance of Office or Agency. The Company will Issuers shall maintain an the office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) required under Section 2.03 where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be served. The Company will Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuers shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuers of its their obligation to maintain an office or agency for such purposesrequired under Section 2.03. The Company will Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuers hereby designates designate the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuers in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. (a) The Company will shall maintain an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, location of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. , and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee Trustee, as one such office office, drop facility or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain in the Place of Payment for the Notes an office or agency (which where the Notes may be an office of presented or surrendered for payment, where the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency in the Place of Payment for the Notes for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuer of its obligation to maintain an office or agency for such purposes. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof2.03; provided, however, no service of legal process may be made on the Issuer at any office of the Trustee.

Maintenance of Office or Agency. The Company Corporation will maintain an office or agency (which where Securities of that series may be an office presented or surrendered for payment, where Securities of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes that series may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Corporation in respect of the Notes Securities of that series and this Indenture may be served. The Company Corporation will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Corporation shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, or an affiliate of the Trustee, and the Corporation hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company Corporation may also from time to time designate one or more other offices or agencies where the Notes Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company Corporation of its obligation to maintain an office or agency for such purposes. The Company Corporation will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. (a) The Company will shall maintain an office or agency (which may unless otherwise provided will be an the office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Supplemental Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. , and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee Trustee, as one such office office, drop facility or agency of the Company in accordance with Section 2.03 hereof4.02(a).

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange or presented for payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof; provided that the Corporate Trust Office of the Trustee shall not be an office or agency of the Company for the purpose of service of legal process on the Company.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of in the Trustee or an affiliate of United States where the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange or for exchange presentation for payment or redemption and where notices and demands to or upon the Company in respect of the Notes and this the Indenture may be served. As of the date of the Indenture, such office shall be the Corporate Trust Office and, at any other time, at such other address as the Trustee may designate from time to time by notice to the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agencyagency not designated or appointed by the Trustee. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the TrusteeOffice. The Company may also from time to time designate co-registrars and one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby initially designates the Trustee as Paying Agent, Registrar and the Corporate Trust Office of the Trustee shall be considered as one such office or agency of the Company in accordance with Section 2.03 hereoffor each of the aforesaid purposes.

Maintenance of Office or Agency. (a) The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. . (b) The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee its office at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, as one such office or agency of the Company in accordance with Section 2.03 hereof2.3.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where the Securities may be an office of presented or surrendered for payment, where, if applicable, the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The corporate trust office of the Trustee indicated in Section 2.3 shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of the location, and any change in the location, location of any such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office corporate trust office of the TrusteeTrustee indicated in Section 11.2, and the Company hereby appoint the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind any such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposesdesignation. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where the Securities may be an office of presented or surrendered for payment, where, if applicable, the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The corporate trust office of the Trustee indicated in Section 2.3 shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of the location, and any change in the location, location of any such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office corporate trust office of the TrusteeTrustee indicated in Section 12.2, and the Company hereby appoint the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind any such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposesdesignation. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. (a) The Company Issuers will maintain an office in one or agency more offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be servedmade. The Company Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuers fail to maintain any such required office or agency or fails fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. Office. (b) The Company Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company Issuers of its their obligation to maintain an office or agency for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company Issuers hereby designates designate the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuers in accordance with Section 2.03 2.04 hereof.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company Issuers will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be served. The Company Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuers fail to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company Issuers of its their obligation to maintain an office or agency for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuers hereby designates designate the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuers in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where Securities may be presented or surrendered for payment. The Company also will maintain an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) agency where Notes Securities may be surrendered for registration of transfer transfer, redemption or for exchange and where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, location and any change in the location, location of any such office offices or agencyagencies. If at any time the Company fails shall fail to maintain any such required office offices or agency agencies or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office office of the Trusteeagent of the Trustee described above and the Company hereby appoints such agent as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposesdesignation. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. (a) The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate agent of the Trustee, Registrar or co-registrarRegistrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. . (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.04 of this Indenture. (d) With respect to any Global Notes, the Corporate Trust Office of the Trustee shall be the office or agency where such Global Notes may be presented or surrendered for payment or for registration of transfer or exchange, or where successor Notes may be delivered in exchange therefor; provided, however, that any such presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary shall be deemed to have been effected at such office or agency in accordance with the provisions of this Indenture.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of in the Trustee or an affiliate of United States where the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange or for exchange presentation for payment or redemption and where notices and demands to or upon the Company in respect of the Notes and this the Indenture may be served. As of the date of the Indenture, such office shall be the Corporate Trust Office and, at any other time, at such other address as the Trustee may designate from time to time by notice to the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agencyagency not designated or appointed by the Trustee. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the TrusteeOffice. The Company may also from time to time designate co-registrars and one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby initially designates the Trustee as Paying Agent, Service Agent, Registrar and Custodian and the Corporate Trust Office of the Trustee shall be considered as one such office or agency of the Company in accordance with Section 2.03 hereoffor each of the aforesaid purposes.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of where the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange or for exchange presentation for payment or for conversion or repurchase and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. As of the date of this Indenture, such office is located at the Corporate Trust Office and, at any other time, at such other address as the Trustee may designate from time to time by notice to the Company. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agencyagency not designated or appointed by the Trustee. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the TrusteeOffice. The Company may also from time to time designate co-registrars and one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company Indenture Trustee will always maintain an office or agency (which may be an office at a location in the United States of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) America where Notes may be surrendered for registration of transfer or for exchange and where notices exchange, which as of the Closing Date shall be located at c/o DB Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Transfer Unit. Notices and demands to or upon the Company Issuing Entity in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served delivered at the Corporate Trust Office of the Indenture Trustee. The Company Owner Trustee, at the direction of the Certificateholders, on behalf of the Issuing Entity may also from time to time time, at the expense of the Certificateholders, designate one or more other offices or agencies within the United States of America where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such any designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposespayment of Notes shall be subject to Section 3.03 hereof. The Company Owner Trustee, at the direction of the Certificateholders, on behalf of the Issuing Entity will give prompt written notice to the Indenture Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be servedsent. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at sent to the office of the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposesrequired under Section 2.03 hereof. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which in a Place of Payment where Senior Notes may be an office of the Trustee presented or an affiliate of the Trustee, Registrar or co-registrar) surrendered for payment and where Senior Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon exchange. Initially, the Company in respect of hereby designates the Notes and this Indenture may be servedCorporate Trust Office for all such purposes. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, presentations and surrenders, notices and demands may be made or served at the Corporate Trust Office of Office, and the TrusteeCompany hereby appoints the Trustee as its agent to receive all such presentations and surrenders. The Company may also from time to time designate one or more other offices or agencies where the Senior Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Senior Notes for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuer of its obligation to maintain an office or agency for such purposes. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof; provided that no service of legal process on the Issuer or any Guarantor may be made at the Corporate Trust Office.

Maintenance of Office or Agency. The Company will Issuer shall maintain an the office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) required under Section 2.03 where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided that no service of legal process may be made upon the Issuer at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuer of its obligation to maintain an office or agency for such purposesrequired under Section 2.03. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company will Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuer of its obligation to maintain an office or agency for such purposes. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof; provided that no service of legal process on the Issuer or any Guarantor may be made at any office of the Trustee.

Maintenance of Office or Agency. The Company will shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes Securities may be surrendered for registration of transfer or exchange or for exchange presentation for payment and where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the TrusteeTrustee as set forth in Section 10.02. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner matter relieve the Company of its obligation to maintain an office or agency for such purposespursuant to this Section 4.02. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby initially designates the Corporate Trust Office office of the Trustee or its agent located in the Borough of Manhattan, The City of New York, as one such office or agency of the Company in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where Notes may be an office of the Trustee presented or an affiliate of the Trusteesurrendered for payment, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, location of any such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes purposes, and may from time to time rescind such designationsdesignation; provided, however, that no such designation or rescission will recession shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission recession and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the such location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time may designate one or more other additional offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time may rescind any such designationsdesignation; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain in the United States, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar Trustee or co-registrarRegistrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.04.

Maintenance of Office or Agency. The Company will maintain maintain, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where the Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the such Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.3.

Maintenance of Office or Agency. The Company Issuers will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be served. The Company Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuers fail to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company Issuers of its their obligation to maintain an office or agency for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuers hereby designates designate the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuers in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Supplemental Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided that no office of the Trustee shall be a place for service of legal process on the Company. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof3.05 of the Base Indenture.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) in the Borough of Manhattan, The City of New York where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.3.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer transfer, for exchange or for exchange conversion and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The So long as Units are authorized for issuance pursuant to this Agreement or are Outstanding hereunder, the Company will maintain an office or agency (which where Units may be an office of the Trustee presented or an affiliate of the Trusteesurrendered for delivery, Registrar or co-registrar) where Notes Units may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes Units and this Indenture Agreement may be served. The Company hereby initially designates the Units Trustee for each of said purposes. The Company will give prompt written notice to the Units Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Units Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Units Trustee, and the Company hereby appoints the Units Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes Units may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation obligations to maintain an office offices or agency agencies provided for such purposesin this Section 6.05. The Company will give prompt written notice to the Units Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee Trustee, located at 000 X. Xxxx Xxxxxx - Xxxxx Xxxxx, Xxxx Xxxx, XX 00000, as one such the initial office or agency of the Company in accordance with the preceding paragraph and Section 2.03 2.04 hereof.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the TrusteeOffice. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuer of its obligation to maintain an office or agency for such purposes. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where Securities may be an office of the Trustee presented or an affiliate of the Trusteesurrendered for payment ("Paying Agent"), Registrar or co-registrar) where Notes Securities may be surrendered for registration of transfer or exchange, where Securities may be surrendered for exchange conversion ("Conversion Agent") and where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. The Trustee is hereby initially appointed Paying Agent, Conversion Agent and Agent for service of notices and demands. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its Agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company Issuers will maintain in an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be served. The Company Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuers fail to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company Issuers of its their obligation to maintain an office or agency for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuers hereby designates designate the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuers in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company Issuer of its obligation to maintain an office or agency for such purposes. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange or for exchange presentation for payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will initially designates the Trustee, at the Corporate Trust Office of the Trustee to be its agent for purposes of the preceding sentence. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, location of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of where the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange or for exchange presentation for payment or for conversion and where notices and demands to or upon the Company in respect of the Notes and this the Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agencyagency not designated or appointed by the Trustee. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of Office, and the TrusteeCompany hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate co-registrars and one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby initially designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereofPaying Agent, Security Registrar, Securities Custodian and Conversion Agent.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which where Securities may be an office of the Trustee presented or an affiliate of the Trusteesurrendered for payment, Registrar or co-registrar) where Notes Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served, which shall initially be the applicable Corporate Trust Office of the Trustee. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain in each Place of Payment an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes Securities may be surrendered for registration of transfer or exchange or for exchange presentation for payment, and where notices and demands to or upon the Company in respect of the Notes Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.02 or at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby initially designates as the Place of Payment for the Securities The City of New York, and initially appoints the Trustee as Paying Agent at its Corporate Trust Office of as the Trustee as one such Company’s office or agency of the Company for each such purpose in accordance with Section 2.03 hereofsuch city.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate Affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be serveddelivered. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its their obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee U.S. Bank National Association, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Wyndham Hotels & Resorts, Inc. Administrator, as one such office or agency of the Company in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. (a) The Company will shall maintain an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee, Registrar or co-registrarRegistrar) where the Notes of each series may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes of each series and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. , and the Company hereby initially appoints Deutsche Bank Trust Company Americas as its agent to receive all such presentations, surrenders, notices and demands. (b) The Company may also from time to time designate one or more other offices or agencies where the Notes of each series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby initially designates the Corporate address of Deutsche Bank Trust Office of the Trustee Company Americas set forth in Section 11.02 as one such office or agency of the Company in accordance with Section 2.03 hereof4.02(a).

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to payment or upon the Company in respect of the Notes and this Indenture may be servedexchange. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices presentations and demands surrenders may be made or served delivered at the Corporate Trust Office of the Trustee. No such delivery to the Trustee or office or agency pursuant to this section shall constitute effective service of process upon the Company for any purpose. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. (a) The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate Registrar or agent of the Trustee, Registrar Trustee or co-registrarRegistrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. . (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.04 of this Indenture.

Maintenance of Office or Agency. The Company will maintain in each Place of Payment an office or agency (which may be an office of where the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for payment, registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company hereby initially appoints the Trustee its office or agency for each of said purposes. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain in London, England an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar Trustee or co-registrarRegistrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of Principal Paying Agent for the TrusteeNotes. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency in London, England for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee Registrar as one such office or agency of the Company in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. (a) The Company Issuers will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be served. The Company Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuers fail to maintain any such required office or agency or fails fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. . (b) The Company Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company Issuers of its the obligation to maintain an office or agency for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company Partnership hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Partnership in accordance with Section 2.03 hereof: provided that, the Corporate Trust Office of the Trustee shall not be an office or agency of the Partnership for purposes of service of legal process on the Partnership.

Maintenance of Office or Agency. The Company Issuers will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be served. The Company Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuers fail to maintain any such required office or agency or fails fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company Issuers of its their obligation to maintain an office or agency for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuers hereby designates designate the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuers in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where Securities of that series may be an office presented or surrendered for payment, where Securities of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes that series may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Except as otherwise specified with respect to a series of Securities as contemplated by Section 301, the Company hereby initially designates as the Place of Payment for each series of Securities The City and State of New York, and initially appoints the Trustee at its Corporate Trust Office of as the Trustee as one such Company’s office or agency of the Company for each such purpose in accordance with Section 2.03 hereofsuch city.

Maintenance of Office or Agency. The Company will Issuer shall maintain an the office or agency required under Section 2.03 (which may be an office of the Trustee or an affiliate Affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuer of its their obligation to maintain an office or agency for such purposesrequired under Section 2.03. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates designate the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of where the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes Debentures may be surrendered for registration of transfer or exchange or for exchange presentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes Debentures and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the TrusteeOffice. The Company may also from time to time designate as co-Debenture Registrars one or more other offices or agencies where the Notes Debentures may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The terms “Paying Agent” and “Conversion Agent” include any such additional or other offices or agencies, as applicable. The Company hereby initially designates the Trustee as the Paying Agent, Debenture Registrar, Custodian and Conversion Agent and the Corporate Trust Office of the Trustee shall be considered as one such office or agency of the Company in accordance with Section 2.03 hereoffor each of the aforesaid purposes.

Maintenance of Office or Agency. The Company Issuer will maintain an office or agency (which may be an office of the Trustee or an affiliate Affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided that no office of the Trustee shall be an office or agency of the Issuer for purposes of service of legal process on the Issuer or any Guarantor. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain in Chicago, Illinois an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in Chicago, Illinois for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. (a) The Company will maintain an office in one or agency more offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be servedmade. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. . (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 2.04 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agencyagency for such purposes. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposesagency. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar Trustee or co-registrarany Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where Securities may be an office presented or surrendered for acquisition of shares of Common Stock upon settlement of the Trustee or an affiliate of the TrusteePurchase Contracts on any Settlement Date, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes Purchase Contracts and this Indenture Agreement may be served. The Company will give prompt written notice to the Trustee Purchase Contract Agent of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee Purchase Contract Agent with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of Office, and the TrusteeCompany hereby appoints the Purchase Contract Agent as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee Purchase Contract Agent of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates as the place of payment for the Purchase Contracts the Corporate Trust Office of and appoints the Trustee Purchase Contract Agent at its Corporate Trust Office as one paying agent in such office or agency of the Company in accordance with Section 2.03 hereofcity.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company and the Guarantors in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided that the Corporate Trust Office of the Trustee shall not be an office or agency for the purposes of service of legal process against the Company or any Guarantor. The Company may also from time to time designate one or more other additional offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where Securities of that series may be an office presented or surrendered for payment, where Securities of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes that series may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 55 The Company may also from time to time designate one or more other offices or agencies where the Notes Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Except as otherwise specified with respect to a series of Securities as contemplated by Section 301, the Company hereby initially designates as the Place of Payment for each series of Securities The City and State of New York, and initially appoints the Trustee at its Corporate Trust Office of as the Trustee as one such Company's office or agency of the Company for each such purpose in accordance with Section 2.03 hereofsuch city.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.03; provided, however, no service of legal process may be made on the Company at any office of the Trustee.

Maintenance of Office or Agency. The Company will Issuers shall maintain an the office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) required under Section 2.03 where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be served. The Company will Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuers shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided that no service of legal process may be made upon the Issuers at the Corporate Trust Office of the Trustee. The Company Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuers of its their obligation to maintain an office or agency for such purposesrequired under Section 2.03. The Company will Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuers hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuers in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of in the Trustee United States or an affiliate of Canada where the Trustee, Registrar or co-registrar) where Notes Debentures may be surrendered for registration of transfer or exchange or for exchange presentation for payment or repurchase (“Paying Agent”) or for conversion (“Conversion Agent”) and where notices and demands to or upon the Company in respect of the Notes Debentures and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, location of such office or agency. If at any time the Company fails to maintain The terms “Paying Agent” and “Conversion Agent” include any such required office additional or agency other offices or fails to furnish the Trustee with the address thereofagencies, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trusteeas applicable. The Company may also from time to time designate as co-Debenture Registrars one or more other offices or agencies where the Notes Debentures may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby initially designates the Trustee as the Paying Agent, Debenture Registrar, and Conversion Agent and the Corporate Trust Office of the Trustee as one such the office or agency where Debentures may be surrendered for registration of transfer or exchange or for presentation for payment for conversion and where notices and demands to or upon the Company in accordance with Section 2.03 hereofrespect of the Debentures and this Indenture may be served. The Corporate Trust Offices of the Trustee shall not be a place for service of legal process for the Company.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof2.03; provided, that the Corporate Trust Office of the Trustee shall not be an office or agency of the Company for the purpose of service of legal process on the Company.

Maintenance of Office or Agency. The Company will maintain an office or agency (which where Securities of that series may be an office presented or surrendered for payment, where Securities of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes that series may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Except as otherwise specified with respect to a series of Securities as contemplated by Section 3.1, the Company hereby initially designates as the Place of Payment for each series of Securities The City and State of New York, and initially appoints the Trustee at its Corporate Trust Office of as the Trustee as one such Company’s office or agency of the Company for each such purpose in accordance with Section 2.03 hereofsuch city.

Maintenance of Office or Agency. The Company will maintain an office or agency (which may be an office of where the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange or for exchange presentation for payment or for conversion, redemption or repurchase and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agencyagency not designated or appointed by the Trustee. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the TrusteeOffice. The Company may also from time to time designate co-registrars and one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby initially designates the Trustee as paying agent, Note Registrar, Custodian and conversion agent, and the Corporate Trust Office of the Trustee shall be considered as one such office or agency of the Company in accordance with Section 2.03 hereoffor each of the aforesaid purposes.

Maintenance of Office or Agency. The Company will Issuers shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuers in respect of the Notes and this Indenture may be served. The Company will Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuers shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company Issuers of its their obligation to maintain an office or agency for such purposes. The Company will Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuers hereby designates designate the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuers in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain in the city of Valencia, California an office or agency (which may be an office of the Trustee Company or an affiliate of the Trustee, Registrar or co-registrarCompany) where Notes may be surrendered for registration of registration, transfer or for exchange or for presentation of prepayment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the TrusteeCompany. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency in Valencia, California for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 2.04 hereof.

Maintenance of Office or Agency. (a) The Company will shall maintain an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, location of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. , and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. . (c) The Company hereby designates the Corporate Trust Office of the Trustee Trustee, as one such office office, drop facility or agency of the Company in accordance with Section 2.03 hereof.

Maintenance of Office or Agency. The Company will shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereofCompany.

Maintenance of Office or Agency. The Company will Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, provided that no such designation or rescission will shall in any manner relieve the Company Issuer of its obligation to maintain an office or agency for such purposes. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof2.03.

Maintenance of Office or Agency. The Company will Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company Issuer in respect of the Notes and this Indenture may be served. The Company will Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails Issuer shall fail to maintain any such required office or agency or fails shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will shall in any manner relieve the Company Issuer of its obligation to maintain an office or agency for such purposes. The Company will Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company Issuer in accordance with Section 2.03 hereof.