Common use of Offices for Payments, etc Clause in Contracts

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer initially appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, as its agency for the foregoing purposes. The Issuer may subsequently appoint a different office or agency of the Issuer in the Borough of Manhattan, The City of New York. The Issuer further initially appoints the Trustee at said Corporate Trust Office as Security registrar for each series of Securities. The Issuer will have the right to remove and replace from time to time the Security registrar for any supplemental indenture series of Securities; provided that no such removal or replacement will be effective until a successor Security registrar with respect to such series of Securities has been appointed by the Issuer and has accepted such appointment. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (cincluding any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities are authorized for issuance pursuant to this Indenture or remain outstandingOutstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented surrendered for payment, (b) payment and where the Registered Securities of each series may be presented surrendered for registration of transfer and for or exchange as is provided in this Indenture Indenture. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an office or agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be surrendered for payment or exchange. No payment on or exchange of any Unregistered Security or Coupon will be made upon surrender of such Unregistered Security or Coupon at an office or agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, the City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto, or of this Indenture may be served. The Issuer will give to the Trustee prompt written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the Corporate Trust Office of the Trustee, Trustee maintained in the City of New York as the office to be maintained by it or agency for each such purposepurpose to be carried out in New York. The Issuer shall designate an office or agency outside the United States for each such purpose relating to Unregistered Securities prior to the issuance of any Unregistered Securities. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give provide such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer will cause to be kept a register at the office of the Security Registrar in which, subject to such reasonable regulations as it may from time to time designate one or more additional offices or agencies where prescribe, the Securities of a series may be presented Issuer will provide for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, Securities and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Sectiontransfers of Securities. The Issuer will give to Trustee is hereby initially appointed Security Registrar for the Trustee prompt written notice purpose of any such designation or rescission thereofregistering Securities and transferring Securities as herein provided.

Offices for Payments, etc. So long as any of the Securities remain outstandingare issued as Registered Securities, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. So long as any Securities are issued as Unregistered Securities, the Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any shares exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars on Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York, if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section 3.2, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this SectionSection 3.2. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as the Notes of any of the Securities remain outstandingseries are outstanding hereunder, the Issuer Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities Notes of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided provided, for registration of transfer as in this Indenture provided, and (c) where notices and demands to or upon the Issuer Company in respect of the Securities or of securities under this Indenture may be served. The Issuer Principal Executive Offices of the Company will be such office or agency unless the Company shall maintain some other office or agency for such purposes and shall give to the Trustee and the registered holders of the securities written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, If the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or Company shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee, and, in such event, the Trustee shall act as the Company's agent to receive all such presentations, surrenders, notices and demands. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities Notes of a any series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture provided and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies any office or agency provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereofthereof and of any change in the location of any such other office or agency.

Offices for Payments, etc. So long as any of the Securities remain outstandingare issued as Registered Securities, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. So long as any Securities are issued as Unregistered Securities, the Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless, pursuant to applicable United States laws and regulations then in effect, such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars on Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York, if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingare issued as Registered Securities, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. So long as any Securities are issued as Unregistered Securities, the Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any shares exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars on Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York, if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States, nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without tax consequences adverse to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingNotes are Outstanding hereunder, the Issuer Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: State of New York an office or agency (a) where the Securities Notes may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) for registration of transfer as in this Indenture provided. The Corporate Trust Office of the Trustee shall serve as the initial location of such office. The Company will maintain in the Borough of Manhattan, The City of New York, State of New York an office or agency where notices and demands to or upon the Issuer Company in respect of the Securities Notes or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, Trustee shall serve as the office to be maintained by it for each initial location of such purposeoffice. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, State of New York or shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee, and, in such event, the Trustee shall act as the Company's agent to receive all such presentations, surrenders, notices and demands. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities of a series Notes may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture provided and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies any office or agency provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereofthereof and of any change in the location of any such other office or agency.

Offices for Payments, etc. So long as any of the Securities remain outstandingare outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: State of New York an office or agency (a) where the Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as in this Indenture provided, and where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain in The City of New York an office or any supplemental indenture provided and (c) agency where notices and demands to or upon the Issuer in respect of the Securities of any series, or of this Indenture may be served. The Issuer will give to the Trustee prompt written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in The City of New York, State of New York or shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee, and, in such event, the Trustee shall act as the Issuer's agent to receive all such presentations, surrenders, notices and demands. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a any series may be presented for payment, where the Securities of that such series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and provided, where the Securities of that such series may be presented for registration of transfer as provided in this Indenture, Indenture provided and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies any office or agency provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereofthereof and of change in the location of any such other office or agency.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer and the Guarantor will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer and the Guarantor will maintain in the Borough of Manhattan, The City of New York, an office or any supplemental indenture provided and (c) agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer and the Guarantor will give to the Trustee and the Securities Administrator written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer and the Guarantor shall fail to so designate or maintain any such office or agency required by this Section be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands surrenders may be made and notices may be served at the applicable Corporate Trust OfficeOffice of the Securities Administrator. The Issuer hereby designates the applicable Corporate Trust Office of the Securities Administrator as an agency of the Issuer in accordance with this Section 3.02 and appoints the Securities Administrator as the Security Registrar with responsibility for maintaining the security register on behalf of the Issuer hereunder. The Issuer and the Guarantor may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer and the Guarantor may from time to time rescind any such designation, as the Issuer and the Guarantor may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer and the Guarantor of its obligation to maintain the agencies provided for in this Section. The Issuer and the Guarantor will give to the Trustee and the Securities Administrator prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be serveddelivered. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served delivered at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingOutstanding, the Issuer Company will maintain in the Borough each Place of Manhattan, The City of New York, Payment the following for each series: an office or agency (a) where the Securities may be presented or surrendered for payment, (b) where the Registered Securities may be presented or surrendered for registration of transfer and for exchange as provided in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer Company in respect of the Securities or of this Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer Company hereby initially designates the Corporate Trust Office of the Trustee, Paying Agent as the office to be maintained by it for each such purposepurpose in relation to Registered Securities. In case the Issuer Company shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations presentations, surrenders and demands may be made and notices may be served at the Corporate Trust Office. The Issuer Company may from time to time designate one or more additional offices or agencies (in addition to or in lieu of the office or agency established pursuant to the preceding paragraph) where the Securities of a series may be presented or surrendered for payment, payment and where the Registered Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented or surrendered for registration of transfer or for exchange as provided in this Indenture, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer and the Guarantor will maintain in the Borough of Manhattan, The City of New YorkYork or the City of Chicago, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Bearer Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Bearer Security or Coupon will be made upon presentation of such Bearer Security or Coupon at an agency of the Issuer or the Guarantor within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Bearer Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer or the Guarantor maintained in the Borough of Manhattan, The City of New York or the City of Chicago if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Bearer Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer and the Guarantor will maintain in the Borough of Manhattan, The City of New York or the City of Chicago, an office or agency where notices and demands to or upon the Issuer or the Guarantor in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer and the Guarantor will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer or the Guarantor shall fail to so designate or maintain any such office agency required by this Section to be located in the Borough of Manhattan, The City of New York or agency the City of Chicago, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer and the Guarantor may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer and the Guarantor may from time to time rescind any such designation, as the Issuer and the Guarantor may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer and the Guarantor will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain (i) in the Borough of Manhattancontiguous United States, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.03. The Issuer will maintain in the contiguous United States, an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the contiguous United States, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee; provided that the Corporate Trust Office of the Trustee shall not be an office or agency of the Issuer for the purposes of service of legal process on the Issuer. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will designate and maintain in the Borough of Manhattan, The City of New York, the following for each series: (a) an office or agency (a) where the Securities may be presented for paymentpayment or conversion, (b) an office or agency where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) an office or agency where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. In addition to such office or offices or agency or agencies, the Issuer may from time to time designate and maintain one or more additional offices or agencies within or outside the Borough of Manhattan, The City of New York, where the Securities of that series may be presented for payment or for registration of transfer or for exchange, and the Issuer may from time to time rescind such designation, as it may deem desirable or expedient. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the New York Location and the Corporate Trust Office of the Trustee, as the office initial offices to be maintained by it for each such purposepurposes. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, Office and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to appoints the Trustee prompt written notice of any as its agent to receive all such designation or rescission thereofpresentations, surrenders, notices and demands.

Offices for Payments, etc. So long as any of the Securities remain outstandingare issued as Registered Securities, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. So long as any Securities are issued as Unregistered Securities, the Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain or cause to be maintained in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3, an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain or any supplemental indenture provided and (c) cause to be maintained in The City of New York, an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency in The City of New York, or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Sectionthe immediately preceding paragraphs. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: York (unless otherwise provided pursuant to Section 2.4) an office or agency (aa “Security Registrar”) where the (x) Securities may be presented or surrendered for paymentregistration of transfer or for exchange, (by) where the Securities may be presented or surrendered for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided payment and (cz) where notices and demands to or upon the Issuer in respect of the Securities or of and this Indenture may be served. The Issuer Security Registrar shall keep a register of the Securities and of their transfer and exchange. The Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified with respect to the Securities of any series in accordance with Section 2.032.4, the Issuer Company hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer Company may also from time to time designate one or more additional other offices or agencies where the Securities of a one or more series may be presented or surrendered for payment, any or all such purposes or where the Securities of that series such notices or demands may be presented for exchange as provided in this Indenture served and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its any obligation to maintain an office or agency in the agencies provided Borough of Manhattan, The City of New York for in this SectionSecurities of any series for such purposes. The Issuer Company will give written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any such change in the location of any other office or agency.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: United States an office or agency (a) where the Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any supplemental indenture provided payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and (c) regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars on Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the United States, if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the United States an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan, The City of New YorkYork [or London, England], the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. [Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. .] In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer and each Guarantor will maintain in the Borough of Manhattan, The City of New YorkYork or the City of Chicago, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer and each Guarantor will maintain in the Borough of Manhattan, The City of New York or any supplemental indenture provided and (c) the City of Chicago, an office or agency where notices and demands to or upon the Issuer or Guarantors in respect of the Securities of any series, or of this Indenture may be served. The Issuer and each Guarantor will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer or any Guarantor shall fail to so designate or maintain any such office agency required by this Section to be located in the Borough of Manhattan, The City of New York or agency the City of Chicago, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer and the Guarantors may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer and the Guarantors may from time to time rescind any such designation, as the Issuer and the Guarantors may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer and the Guarantors of its and their obligation to maintain the agencies provided for in this Section. The Issuer and the Guarantors will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingare issued as Registered Securities, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. So long as any Securities are issued as Unregistered Securities, the Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without tax consequences adverse to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain (i) in the Borough of ManhattanUnited States, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.03. The Issuer will maintain in the United States, an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the United States, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstanding(other than Global Registered Securities) are authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices provided. Notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be servedserved on the Issuer at the corporate trust office of the Trustee. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in New York, or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, howeverPROVIDED, that no such designation or rescission shall in any manner relieve the Issuer of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without tax consequences adverse to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, howeverPROVIDED, that no such designation or rescission shall in any manner relieve the Issuer of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough each Place of Manhattan, The City of New York, Payment the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Registered Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, Trustee as the office to be maintained by it for each such purposepurpose in relation to Registered Securities. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies (in addition to or in lieu of the office or agency established pursuant to the preceding paragraph) where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 payment and where the Registered Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are Outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, City of New York, if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The agent of the Trustee, , shall be the initial such office or agency for all of the purposes set forth in this paragraph and in the first paragraph of this Section 3.2 unless the Issuer shall maintain some other office or agency for such purposes and shall give prompt written notice to the Trustee of the location, and any change in the location, of such other office or agency. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the offices or agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will designate and maintain in the Borough of Manhattan, The City of New York, the following for each series: (a) an office or agency (a) where the Securities may be presented for payment, (b) if the Securities of such series are convertible into Parent Shares, an office or agency where the Securities may be presented for conversion into Parent Shares (hereinafter the "Conversion Agent", which term shall include any additional Conversion Agents as may be appointed by the Issuer), (c) an office or agency where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cd) an office or agency where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. In addition to such office or offices or agency or agencies, the Issuer may from time to time designate and maintain one or more additional offices or agencies within or outside the Borough of Manhattan, The City of New York, where the Securities of that series may be presented for payment or for registration of transfer or for exchange, and the Issuer may from time to time rescind such designation, as it may deem desirable or expedient. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the New York Location and the Corporate Trust Office of the Trustee, as the office initial offices to be maintained by it for each such purposepurposes. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, Office and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to appoints the Trustee prompt written notice of any as its agent to receive all such designation or rescission thereofpresentations, surrenders, notices and demands.

Offices for Payments, etc. So long as the Notes of any of the Securities remain outstandingseries are outstanding hereunder, the Issuer Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities Notes of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided provided, for registration of transfer as in this Indenture provided, and (c) where notices and demands to or upon the Issuer Company in respect of the Securities or of securities under this Indenture may be served. The Issuer will give to Corporate Trust Office of the Trustee will be such office or agency unless the Company shall maintain some other office or agency for such purposes and shall give the Trustee and the Holders of the Notes written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, If the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or Company shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee, and, in such event, the Trustee shall act as the Company’s agent to receive all such presentations, surrenders, notices and demands. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities Notes of a any series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture provided and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies any office or agency provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereofthereof and of any change in the location of any such other office or agency.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain (i) in the Borough of Manhattan____________, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.03. The Issuer will maintain in ____________, an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in ____________, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will designate and maintain in the Borough of Manhattan, The City of New York, the following for each series: (a) an office or agency (a) where the Securities may be presented for payment, (b) an office or agency where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) an office or agency where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. In addition to such office or offices or agency or agencies, the Issuer may from time to time designate and maintain one or more additional offices or agencies within or outside the Borough of Manhattan, The City of New York, where the Securities of that series may be presented for payment or for registration of transfer or for exchange, and the Issuer may from time to time rescind such designation, as it may deem desirable or expedient. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the New York Location and the Corporate Trust Office of the Trustee, as the office initial offices to be maintained by it for each such purposepurposes. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, Office and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to appoints the Trustee prompt written notice of any as its agent to receive all such designation or rescission thereofpresentations, surrenders, notices and demands.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: [ ] an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be servedprovided. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in [ ], or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust Officedesignated office of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies in the continental United States where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingOutstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be serveddelivered. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served delivered at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities of any series remain outstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: such series (which may be an office of the Trustee or the Registrar or a co-registrar): (a) an office or agency (a) where the Securities may be presented for payment, (b) an office or agency where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) an office or agency where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office, and the Issuer hereby appoints the Trustee as its agent to receive at the Corporate Trust Office all such presentations, demands and notices. Unless otherwise provided in or pursuant to this Indenture (including, without limitation, pursuant to Section 2.3 with respect to the Securities of any series), the Issuer hereby designates the place where the Trustee shall from time to time maintain its Corporate Trust Office as the Issuer’s office or agency for such purpose. The Issuer may also from time to time designate one or more additional other offices or agencies where the Securities of a series may be presented or surrendered for payment, where the Securities of that series may be presented for exchange as provided in this Indenture any or all such purposes and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedientdesignations; provided, however, provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided an office or agency, for in this Sectionsuch purposes. The Issuer will shall give written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any change in the location of any such other office or agency.

Offices for Payments, etc. So long as any of the Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain or cause to be maintained in the Borough State of ManhattanLouisiana, The City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as is provided in this Indenture or any supplemental indenture provided and (c) Indenture, where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served, and, if applicable, pursuant to Section 2.03 where the Securities may be presented for registration of transfer as in this Indenture provided. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate maintain or maintain cause to be maintained any such office or agency required by this Section to be located in the State of Louisiana, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer and the Guarantor will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer and the Guarantor will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer or the Guarantor shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer and the Guarantor may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer and the Guarantor may from time to time rescind any such designation, as the Issuer and the Guarantor may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer and the Guarantor will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain (i) in the Borough of Manhattan________________, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.03. The Issuer will maintain in ________________, an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in ________________, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingNotes are outstanding hereunder, the Issuer Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: State of New York or St. Louis, Missouri an office or agency (a) where the Securities Notes may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) for registration of transfer as in this Indenture provided. The Company will maintain in the Borough of Manhattan, The City of New York, State of New York or St. Louis, Missouri an office or agency where notices and demands to or upon the Issuer Company in respect of the Securities Notes or of this Indenture may be served. The Issuer Company will give to the Trustee prompt written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, State of New York or St. Louis, Missouri or shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee, and, in such event, the Trustee shall act as the Company's agent to receive all such presentations, surrenders, notices and demands. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities of a series Notes may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture provided and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation; PROVIDED, as the Issuer may deem desirable or expedient; provided, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies any office or agency provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereofthereof and of any change in the location of any such other office or agency.

Offices for Payments, etc. So long as the Notes of any of the Securities remain outstandingseries are outstanding hereunder, the Issuer Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: State of New York or St. Louis, Missouri an office or agency (a) where the Securities Notes of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) for registration of transfer as in this Indenture provided. The Company will maintain in the Borough of Manhattan, The City of New York, State of New York or St. Louis, Missouri an office or agency where notices and demands to or upon the Issuer Company in respect of the Securities Notes of any series or of this Indenture may be served. The Issuer Company will give to the Trustee prompt written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, State of New York or St. Louis, Missouri or shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee, and, in such event, the Trustee shall act as the Company's agent to receive all such presentations, surrenders, notices and demands. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities Notes of a any series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture provided and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation; PROVIDED, as the Issuer may deem desirable or expedient; provided, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies any office or agency provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereofthereof and of any change in the location of any such other office or agency.

Offices for Payments, etc. So long as any of the Securities of any series remain outstandingOutstanding, the Issuer will maintain in the Borough of Manhattan, The City Xxx Xxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of New York, America the following for each the Securities of such series (unless otherwise provided for in the Securities of such series: ): an office or agency (a) where the Securities of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as provided for in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.032.07, the Issuer hereby initially designates the Security Registrar Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Security Registrar Corporate Trust Office. The Issuer may also from time to time designate one or more additional other offices or agencies where the Securities of a one or more series may be presented or surrendered for payment, any or all such purposes or where the Securities of that series such notices or demands may be presented for exchange as provided in this Indenture served and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its any obligation to maintain an office or agency in the agencies provided Borough of Manhattan, The City of New York for in this SectionSecurities of any series for such purposes. The Issuer will give written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any such change in the location of any other office or agency.

Offices for Payments, etc. So long as any of the Securities of any series remain outstandingOutstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each the Securities of such series (unless otherwise provided for in the Securities of such series: ): an office or agency where (a) where the Securities of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the Corporate Trust Office of the Trustee, as shall designate the office to be maintained by it the Issuer for each such purposepurpose in accordance with Section 2.03. In case the Issuer shall fail fails to so designate or maintain any such office or agency or shall fail fails to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may also from time to time designate one or more additional other offices or agencies where the Securities of a one or more series may be presented or surrendered for payment, any or all such purposes or where the Securities of that series such notices or demands may be presented for exchange as provided in this Indenture served and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its any obligation to maintain an office or agency in the agencies provided Borough of Manhattan, The City of New York for in this SectionSecurities of any series for such purposes. The Issuer will give written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any such change in the location of any other office or agency.

Offices for Payments, etc. So long as any of the Securities of any series remain outstandingOutstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each the Securities of such series (unless otherwise provided for in the Securities of such series: ): an office or agency (a) where the Securities of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.032.08, the Issuer hereby initially designates the Corporate Trust Office of the TrusteeThe Bank of New York Mellon at Corporate Trust Office, 200 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may also from time to time designate one or more additional other offices or agencies where the Securities of a one or more series may be presented or surrendered for payment, any or all such purposes or where the Securities of that series such notices or demands may be presented for exchange as provided in this Indenture served and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its any obligation to maintain an office or agency in the agencies provided Borough of Manhattan, The City of New York for in this SectionSecurities of any series for such purposes. The Issuer will give written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any such change in the location of any other office or agency.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer The Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities Notes of each series may be presented for payment, (b) an agency where the Securities Notes of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 an agency where the Notes of each series may be presented for registration of transfer and for exchange as is provided in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon Indenture, which, in each case, initially shall be the Issuer in respect Corporate Trust Office of the Securities or of this Indenture may be servedTrustee. The Issuer Company will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer Company hereby initially appoints the Trustee as its agency for each of said purposes. The Company may from time to time designate one or more additional offices or agencies where the Securities Notes of a series may be presented for payment, where the Securities Notes of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities Notes of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies agency provided for in the first paragraph of this SectionSection 4.02. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingNotes are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities Notes may be presented for payment, (b) payment or for exchange as provided in this Indenture and where the Securities Notes may be presented for registration of transfer and for exchange as provided in this Indenture Indenture. The Issuer and the Guarantor will maintain in the Borough of Manhattan, The City of New York, an office or any supplemental indenture provided and (c) agency where notices and demands to or upon the Issuer or the Guarantor in respect of the Securities Notes or of this Indenture may be served. The Issuer and the Guarantor will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer or the Guarantor shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series Notes may be presented for payment, where the Securities of that series Notes may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series Notes may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies any office or agency required to be provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as the Notes of any of the Securities remain outstandingseries are outstanding hereunder, the Issuer Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: State of New York or St. Louis, Missouri an office or agency (a) where the Securities Notes of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) for registration of transfer as in this Indenture provided. The Company will maintain in the Borough of Manhattan, The City of New York, State of New York or St. Louis, Missouri an office or agency where notices and demands to or upon the Issuer Company in respect of the Securities Notes of any series or of this Indenture may be served. The Issuer Company will give to the Trustee prompt written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, State of New York or St. Louis, Missouri or shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee, and, in such event, the Trustee shall act as the Company's agent to receive all such presentations, surrenders, notices and demands. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities Notes of a any series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture provided and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies any office or agency provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereofthereof and of any change in the location of any such other office or agency.

Offices for Payments, etc. So long as any of the Securities remain outstandingare issued as Registered Securities, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. So long as any Securities are issued as Unregistered Securities, the Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any shares exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York, if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingOutstanding, the Issuer and the Guarantor will designate and maintain in the Borough of Manhattan, The City of New York, the following or such other place as may be specified pursuant to Section 2.5 for each series: (a) an office or agency (a) where the Securities may be presented for payment, (b) an office or agency where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) an office or agency where notices and demands to or upon the Issuer or the Guarantor, as the case may be, in respect of the Securities or of this Indenture may be served. In addition to such office or offices or agency or agencies, the Issuer may from time to time designate and maintain one or more additional offices or agencies within or outside the Borough of Manhattan, The City of New York, where the Securities of that series may be presented for payment or for registration of transfer or for exchange, and the Issuer may from time to time rescind such designation, as it may deem desirable or expedient. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, The Issuer and the Issuer Guarantor hereby initially designates designate the New York Location and the Corporate Trust Office of the Trustee, as the office initial offices to be maintained by it for each such purposepurposes. In case the Issuer and the Guarantor shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, Office and the Issuer may from time to time rescind any such designation, as and the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to Guarantor appoint the Trustee prompt written notice of any as their agent to receive all such designation or rescission thereofpresentations, surrenders, notices and demands.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are Outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) payment and where the Securities of each series may be presented for registration of transfer and for or exchange as is provided in this Indenture Indenture. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and (c) Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions. The Issuer will maintain in The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in the first three paragraphs of this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the -------------------------- Securities remain outstanding, the Issuer will designate and maintain in the Borough of Manhattan, The City of New York, the following for each series: (a) an office or agency (a) where the Securities may be presented for paymentpayment or conversion, (b) an office or agency where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) an office or agency where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. In addition to such office or offices or agency or agencies, the Issuer may from time to time designate and maintain one or more additional offices or agencies within or outside the Borough of Manhattan, The City of New York, where the Securities of that series may be presented for payment or for registration of transfer or for exchange, and the Issuer may from time to time rescind such designation, as it may deem desirable or expedient. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the New York Location and the Corporate Trust Office of the Trustee, as the office initial offices to be maintained by it for each such purposepurposes. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, Office and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to appoints the Trustee prompt written notice of any as its agent to receive all such designation or rescission thereofpresentations, surrenders, notices and demands.

Offices for Payments, etc. So long as any of the Registered Securities remain outstanding(other than Global Registered Securities) are authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices provided. Notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be servedserved on the Issuer at the corporate trust office of the Trustee. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in New York, or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, PROVIDED that no such designation or rescission shall in any manner relieve the Issuer of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer The Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities Notes of each series may be presented for payment, (b) an agency where the Securities Notes of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 an agency where the Notes of each series may be presented for registration of transfer and for exchange as is provided in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon Indenture, which, in each case, initially shall be the Issuer in respect corporate trust office of the Securities or Trustee in the City of this Indenture may be servedNew York. The Issuer Company will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust Officecorporate trust office of the Trustee in the City of New York. The Issuer Company hereby initially appoints the Trustee as its agency for each of said purposes. The Company may from time to time designate one or more additional offices or agencies where the Securities Notes of a series may be presented for payment, where the Securities Notes of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities Notes of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies agency provided for in the first paragraph of this SectionSection 4.02. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof. If the Trustee does not have a corporate trust office in The City of New York, the Trustee may appoint an agent in The City of New York reasonably acceptable to the Company to conduct any activities which the Trustee may be required under this Indenture to conduct in The City of New York.

Offices for Payments, etc. So long as any of the Securities of any series remain outstandingOutstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each the Securities of such series (unless otherwise provided for in the Securities of such series: ): an office or agency (a) where the Securities of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, 2.08 the Issuer hereby initially designates the Corporate Trust Office of the TrusteeJPMorgan Chase Bank, 0 Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may also from time to time designate one or more additional other offices or agencies where the Securities of a one or more series may be presented or surrendered for payment, any or all such purposes or where the Securities of that series such notices or demands may be presented for exchange as provided in this Indenture served and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its any obligation to maintain an office or agency in the agencies provided Borough of Manhattan, The City of New York for in this SectionSecurities of any series for such purposes. The Issuer will give written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any such change in the location of any other office or agency.

Offices for Payments, etc. So long as any Securities remain Outstanding, the Company will maintain (i) in the Borough of Manhattan, the City of New York, an agency where the Securities remain outstandingof each series may be presented for payment, an agency where the Issuer Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer as in this Indenture provided and (ii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.04. The Company will maintain in the Borough of Manhattan, The the City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer Company in respect of the Securities of any series or of this Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, the City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 2.04 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any Securities remain Outstanding, the Company will maintain (i) in the Borough of Manhattan, the City of New York, an agency where the Securities remain outstandingof each series may be presented for payment, an agency where the Issuer Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer as provided in this Indenture and (ii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.04. The Company will maintain in the Borough of Manhattan, The the City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer Company in respect of the Securities of any series or of this Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, the City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 2.04 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain (i) in the Borough of Manhattan_______, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.03. The Issuer will maintain in __________, an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in __________, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will designate and maintain in the Borough of Manhattan, The City of New York, the following for each series: (a) an office or agency (a) where the Securities may be presented for payment, (b) if the Securities of such series are convertible into Shares, an office or agency where the Securities may be presented for conversion into Shares (hereinafter the "Conversion Agent", which term shall include any additional Conversion Agents as may be appointed by the Issuer), (c) an office or agency where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cd) an office or agency where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. In addition to such office or offices or agency or agencies, the Issuer may from time to time designate and maintain one or more additional offices or agencies within or outside the Borough of Manhattan, The City of New York, where the Securities of that series may be presented for payment or for registration of transfer or for exchange, and the Issuer may from time to time rescind such designation, as it may deem desirable or expedient. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the New York Location and the Corporate Trust Office of the Trustee, as the office initial offices to be maintained by it for each such purposepurposes. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, Office and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to appoints the Trustee prompt written notice of any as its agent to receive all such designation or rescission thereofpresentations, surrenders, notices and demands.

Offices for Payments, etc. So long as any of the Securities remain outstandingNotes are Outstanding hereunder, the Issuer Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: State of New York an office or agency (a) where the Securities Notes may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) for registration of transfer as in this Indenture provided. The Corporate Trust Office of the Trustee shall serve as the initial location of such office. The Company will maintain in the Borough of Manhattan, The City of New York, State of New York an office or agency where notices and demands to or upon the Issuer Company in respect of the Securities Notes or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, Trustee shall serve as the office to be maintained by it for each initial location of such purposeoffice. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, State of New York or shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee, and, in such event, the Trustee shall act as the Company's agent to receive all such presentations, surrenders, notices and demands. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities of a series Notes may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture provided and pursuant to Section 2.03 and where the Securities of that series may be presented for 33 registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies any office or agency provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereofthereof and of any change in the location of any such other office or agency.

Offices for Payments, etc. So long as any of the Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to ‎Section 2.03 and where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer initially appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, as its agency for the foregoing purposes. The Issuer may subsequently appoint a different office or agency of the Issuer in the Borough of Manhattan, The City of New York. The Issuer further initially appoints the Trustee at said Corporate Trust Office as Security registrar for each series of Securities. The Issuer will have the right to remove and replace from time to time the Security registrar for any supplemental indenture series of Securities; provided that no such removal or replacement will be effective until a successor Security registrar with respect to such series of Securities has been appointed by the Issuer and (c) has accepted such appointment. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this ‎Section 3.02 to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section ‎Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer The Company will maintain (i) in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.04. The Company will maintain in , an agency where notices and demands to or upon the Issuer Company in respect of the Securities of any series or of this Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in , or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 2.04 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: York an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange as provided in this Indenture and, if applicable, pursuant to Section 2.3, an agency where the Registered Securities of each series may be presented for registration of transfer and for exchange as provided in this Indenture or any supplemental indenture provided and (c) Indenture. The Issuer will maintain in The City of New York, an agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities Notes remain outstandingOutstanding, the Issuer will maintain places of payment in New York (or, with respect to (c) below, another state of the Borough United States) and so long as the Notes are listed on the London Stock Exchange and the rules of Manhattanthe London Stock Exchange so require, The City of New Yorkin London, the following for each series: England an office or agency (a) where the Securities Notes may be presented for payment, (b) where the Securities Notes may be presented for registration of transfer and for exchange as provided in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities Notes or of this Indenture may be servedserved (Places of Payment). The Issuer will give to the Trustee and the Agent written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the Corporate Trust Office office of the Trustee, Agent as the office to be maintained by it for each such purpose. In case purposes with respect to (a) and (b), above, and the office of the Issuer referred to in Subclause 10.4 as the office to be maintained by it for such purposes with respect to (c) above. Any notices or demands received by the Agent shall fail be forwarded promptly to so designate or maintain any such office or agency or shall fail the Trustee pursuant to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust OfficeSubclause 10.4. The Issuer may also from time to time designate one or more additional other offices or agencies where the Securities of a series Notes may be presented or surrendered for payment, any or all such purposes or where the Securities of that series such notices or demands may be presented for exchange as provided in this Indenture served and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its any obligation to maintain an office or agency in New York and, so long as the agencies Notes are listed on the London Stock Exchange and the rules of the London Stock Exchange so require, in London, for Notes for such purposes and provided for further, however, the Issuer will, to the extent reasonably possible as a matter of law, maintain a paying agent with a specified office in this Sectiona Member State of the European Union that will not be obligated to withhold or deduct tax pursuant to Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. The Issuer will give written notice to the Trustee prompt written notice and the Agent of any such designation or rescission thereofand of any such change in the location of any other office or agency.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer Company will maintain in the Borough city of ManhattanBoston, The City of New YorkMassachusetts, the following for each seriesfollowing: (a) an office or agency (a) where the Securities may be presented for payment, (b) an office or agency where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) an office or agency where notices and demands to or upon the Issuer Company in respect of the Securities or of this Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer The Company hereby initially designates the office of State Street Bank and Trust Company, N.A., an affiliate of the Trustee, and the Corporate Trust Office of the Trustee, Trustee as the office to be maintained by it offices or agencies for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer Company may from time to time designate one or more additional other offices or agencies where the Securities of a one or more series may be presented or surrendered for payment, where the Securities any or all of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenturesuch purposes, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain an office or agency in accordance with the agencies provided requirements set forth above for in this SectionSecurities of any series for such purposes. The Issuer will Company shall give prompt written notice to the Trustee prompt written notice of any such designation or rescission thereofand of any change in the location of any such other office or agency. The Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Company in the city of Boston, Massachusetts, and initially appoints the Trustee at its Corporate Trust Office as paying agent in such city and as its agent to receive all such presentations, surrenders, notices and demands.

Offices for Payments, etc. So long as any The Company will maintain (i) in the Borough of Manhattan, the City of New York, an agency where the Securities remain outstandingof each series may be presented for payment, an agency where the Issuer Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer as in this Indenture provided and (ii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.04. The Company will maintain in the Borough of Manhattan, The the City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer Company in respect of the Securities of any series or of this Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, the City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 2.04 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof. The Guarantor will maintain (i) in the Borough of Manhattan, the City of New York, an agency where the Securities of each series may be presented for payment, an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer as in this Indenture provided and (ii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.04. The Guarantor will maintain in the Borough of Manhattan, the City of New York, an agency where notices and demands to or upon the Guarantor in respect of the Securities of any series or this Indenture may be served. The Guarantor will give to the Trustee written notice of the location of each such agency and of any change of location thereof. In case the Guarantor shall fail to maintain any agency required by this Section to be located in the Borough of Manhattan, the City of New York, or shall fail to give such notice of the location or of any change in the location of any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. The Guarantor may from time to time designate one or more additional agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.04 and where the Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Guarantor may from time to time rescind any such designation, as the Guarantor may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Guarantor of its obligation to maintain the agencies provided for in this Section. The Guarantor will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingRegistered Notes are authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities Registered Notes of each series may be presented for payment, (b) where the Securities Notes may be presented for exchange as is provided in this Indenture and where the Registered Notes may be presented for registration of transfer and for exchange as in this Indenture provided. The Company will maintain in the Borough of Manhattan, The City of New York, an office or any supplemental indenture provided and (c) agency where notices and demands to or upon the Issuer Company in respect of the Securities Notes or of this Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities of a series Notes may be presented for payment, where the Securities of that series Notes may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series Registered Notes may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will Company shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain (i) in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.03. The Issuer will maintain in , an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in , or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan, The the City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough of Manhattan, The City of New YorkYork [or London, England], the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. [Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. .] In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; providedpro- vided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain (i) in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.03. The Issuer will maintain in, an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in , or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities Subordinated Notes remain outstandingOutstanding, the Issuer will shall (i) maintain or cause to be maintained an office or agency (“Registrar”) (which shall be located in the Borough of Manhattan, Manhattan in The City of New York, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Securities Definitive Notes may be presented for registration of transfer or exchange in accordance with this Indenture; (ii) appoint one or more institutions with trust powers to maintain an office or agency (each, a “Paying Agent”) (which shall be located in the Borough of Manhattan, New York, and for so long as the Subordinated Notes are listed on Euronext Amsterdam in The Netherlands, and in any other city where such agency is required to be maintained under the rules of any stock exchange as in this Indenture or any supplemental indenture provided on which the Subordinated Notes are listed) where Subordinated Notes may be presented for payment; and (ciii) appoint a transfer agent, (“Transfer Agent”) for the purpose of maintaining an office or agency where notices Subordinated Notes may be presented for registration of exchange or transfer and demands to or performing all obligations and duties imposed upon it by the Issuer in respect Conditions and this Indenture. The Registrar shall keep a register of the Securities Definitive Notes and of their transfer and exchange which register shall be updated each Business Day to conform the registers kept by each Registrar. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer shall enter into an appropriate agency agreement with any agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture may be servedthat relate to such agent and shall, if required, incorporate the provisions of the TIA. The Issuer will give to shall promptly notify in writing the Trustee written notice of the location of any such office or agency name and address and of any change in the name and address of location thereofsuch agent. Unless otherwise specified If the Issuer fails to maintain a Registrar or Paying Agent or Notice Agent, the Trustee shall act as such and shall be entitled to appropriate compensation in accordance with Section 2.03the provisions of this Indenture; provided that the Trustee shall not be required to act as Paying Agent for Global Notes outside the United States, but shall be authorized to appoint a Paying Agent for Global Notes outside the United States if the Issuer hereby has failed to maintain such a Paying Agent, if required. The Issuer initially designates appoints the Corporate Depository Trust Office Company to act as Depository with respect to the Subordinated Notes. The Issuer initially appoints The Bank of New York acting through its corporate trust office in New York to act as Custodian for the TrusteeDepository. The Issuer initially appoints the Trustee to act as Paying Agent and as Transfer Agent in New York, and will initially act itself as Paying Agent and as Transfer Agent in The Netherlands. The Issuer initially appoints the Trustee to act as the office to be maintained by it for each such purposeRegistrar. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan__________________, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain in ___________________, an office or any supplemental indenture provided and (c) agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in ___________________, or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, howeverPROVIDED, that no such designation or rescission shall in any manner relieve the Issuer of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any supplemental indenture provided and (ccity in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer The Company will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities Notes of each series may be presented for payment, (b) an agency where the Securities Notes of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.03 an agency where the Notes of each series may be presented for registration of transfer and for exchange as is provided in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon Indenture, which, in each case, initially shall be the Issuer in respect Corporate Trust Office of the Securities or of this Indenture may be servedTrustee. The Issuer Company will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer Company hereby initially appoints the Trustee as its agency for each of said purposes. The Company may from time to time designate one or more additional offices or agencies where the Securities Notes of a series may be presented for payment, where the Securities Notes of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities Notes of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies agency provided for in the first paragraph of this SectionSection 4.02. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof.. 23

Offices for Payments, etc. So long as any of the Securities remain outstandingOutstanding, the Issuer Company will maintain in the Borough each Place of Manhattan, The City of New York, Payment the following for each series: an office or agency (a) where the Securities may be presented or surrendered for payment, (b) where the Registered Securities may be presented or surrendered for registration of transfer and for exchange as provided in this Perpetual Subordinated Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer Company in respect of the Securities or of this Perpetual Subordinated Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer Company hereby initially designates the Corporate Trust Office specified office as of the Trustee, as Paying Agent the office to be maintained by it for each such purposepurpose in relation to Registered Securities. In case the Issuer Company shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations presentations, surrenders and demands may be made and notices may be served at the Corporate Trust Office. The Issuer Company may from time to time designate one or more additional offices or agencies (in addition to or in lieu of the office or agency established pursuant to the preceding paragraph) where the Securities of a series may be presented or surrendered for payment, payment and where the Registered Securities of that series may be presented or surrendered for registration of transfer or for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Perpetual Subordinated Indenture, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities of any series remain outstandingOutstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each the Securities of such series (unless otherwise provided for in the Securities of such series: ): an office or agency where (a) where the Securities of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the Corporate Trust Office of the Trustee, as shall designate the office to be maintained by it the Issuer for each such purposepurpose in accordance with Section 2.03. In case the Issuer shall fail fails to so designate or maintain any such office or agency or shall fail fails to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may also from time to time designate one or more additional other offices or agencies where the Securities of a one or more series may be presented or surrendered for payment, any or all such purposes or where the Securities of that series such notices or demands may be presented for exchange as provided in this Indenture served and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its any obligation to maintain an office or agency in the agencies provided Borough of Manhattan, The City of New York for in this SectionSecurities of any series for such purposes. The Issuer will give written notice to the Trustee prompt written notice of any such designation or rescission thereof.and of any such change in the location of any other office or agency. In addition, the Issuer will, to the extent possible as a matter of law, maintain a paying agent with a specified office in a Member State of the EU that will not be obligated to withhold or deduct tax pursuant to EU Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, the Directive. The Issuer shall give written notice to the Trustee of any such designation or rescission and of any such change in the location of any other office or agency

Offices for Payments, etc. So long as any of the Securities remain outstandingare outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: State of New York an office or agency (a) where the Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as in this Indenture provided, and where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain in The City of New York an office or any supplemental indenture provided and (c) agency where notices and demands to or upon the Issuer in respect of the Securities of any series, or of this Indenture may be served. The Issuer will give to the Trustee prompt written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in The City of New York, State of New York or shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where Office of the Securities of a series may be presented for paymentTrustee, where and, in such event, the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, Trustee shall act as the Issuer may deem desirable or expedient; providedIssuer's agent to receive all such presentations, howeversurrenders, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereofnotices and demands.

Offices for Payments, etc. So long as any of the Securities of any series remain outstandingOutstanding, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each the Securities of such series (unless otherwise provided for in the Securities of such series: ): an office or agency where (a) where the Securities of such series may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the Corporate Trust Office of the Trustee, as shall designate the office to be maintained by it the Issuer for each such purposepurpose in accordance with Section 2.03. In case the Issuer shall fail fails to so designate or maintain any such office or agency or shall fail fails to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may also from time to time designate one or more additional other offices or agencies where the Securities of a one or more series may be presented or surrendered for payment, any or all such purposes or where the Securities of that series such notices or demands may be presented for exchange as provided in this Indenture served and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedientdesignations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its any obligation to maintain an office or agency in the agencies provided Borough of Manhattan, The City of New York for in this SectionSecurities of any series for such purposes. The Issuer will give written notice to the Trustee prompt written notice of any such designation or rescission thereof.and of any such change in the location of any other office or agency. In Table of Contents addition, the Issuer will, to the extent possible as a matter of law, maintain a paying agent with a specified office in a Member State of the EU that will not be obligated to withhold or deduct tax pursuant to EU Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, the Directive. The Issuer shall give written notice to the Trustee of any such designation or rescission and of any such change in the location of any other office or agency

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in the Borough each Place of Manhattan, The City of New YorkPayment, the following for each series: an office or agency (a) where the Securities may be presented for payment, (b) where the Registered Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided, (c) where Bearer Securities may be presented for exchange as in this Indenture provided and (cd) where Securities convertible into or for securities of the Issuer or of other entities or other property, if any, may be presented for conversion as in this Indenture provided or as provided in a supplemental indenture hereto and (e) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purposepurpose in relation to Registered Securities. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands other than for payment and exchange of Bearer Securities may be made and notices may be served at the Corporate Trust Office and presentation for payment and exchange of Bearer Securities may be made at the London Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered -------------------------- Securities remain outstanding(other than Global Registered Securities) are authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan________, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange [or conversion] as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as provided in this Indenture or any supplemental indenture provided and (c) where notices Indenture. Notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be servedserved on the Issuer at the Corporate Trust Office of the Trustee. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in _________, or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange [or conversion] as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, howeverPROVIDED, that no such designation or rescission shall in any manner relieve the Issuer of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingOutstanding, the Issuer will designate and maintain in the Borough of Manhattan, The City of New York, the following for each series: (a) an office or agency (a) where the Securities may be presented for payment, (b) an office or agency where the Securities may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) an office or agency where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be served. In addition to such office or offices or agency or agencies, the Issuer may from time to time designate and maintain one or more additional offices or agencies within or outside the Borough of Manhattan, The City of New York, where the Securities of that series may be presented for payment or for registration of transfer or for exchange, and the Issuer may from time to time rescind such designation, as it may deem desirable or expedient. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the The Issuer hereby initially designates the New York Location and the Corporate Trust Office of the Trustee, as the office initial offices to be maintained by it for each such purposepurposes. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.Corporate

Offices for Payments, etc. So long as any of the Securities remain outstandingOutstanding, the Issuer Company will maintain in the Borough each Place of Manhattan, The City of New York, Payment the following for each series: an office or agency (a) where the Securities may be presented or surrendered for payment, (b) where the Registered Securities may be presented or surrendered for registration of transfer and for exchange as provided in this Perpetual Subordinated Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer Company in respect of the Securities or of this Perpetual Subordinated Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer Company hereby initially designates the Corporate Trust Office specified office as of the Trustee, as Paying Agent the office to be maintained by it for each such purposepurpose in relation to Registered Securities. In case the Issuer Company shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations presentations, surrenders and demands may be made and notices may be served at the Corporate Trust Officecorporate trust office. The Issuer Company may from time to time designate one or more additional offices or agencies (in addition to or in lieu of the office or agency established pursuant to the preceding paragraph) where the Securities of a series may be presented or surrendered for payment, payment and where the Registered Securities of that series may be presented or surrendered for registration of transfer or for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Perpetual Subordinated Indenture, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingare outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: State of New York an office or agency (a) where the Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as in this Indenture provided, and where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where the Securities of each series that is convertible may be presented for conversion as in this Indenture provided. The Issuer will maintain in The City of New York an office or agency where notices and demands to or upon the Issuer in respect of the Securities of any series, or of this Indenture may be served. The Issuer will give to the Trustee prompt written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in The City of New York, State of New York or shall fail to give such notice of the location or of any change in the location thereofof any of the above offices or agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee, and, in such event, the Trustee shall act as the Issuer's agent to receive all such presentations, surrenders, notices and demands. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a any series may be presented for payment, where the Securities of that such series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 and provided, where the Securities of that such series may be presented for registration of transfer as provided in this IndentureIndenture provided and where the Securities of each series that is convertible may be presented for conversion as in this Indenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies any office or agency provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereofthereof and of change in the location of any such other office or agency.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer The Company will maintain (i) in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.04. The Company will maintain in , an agency where notices and demands to or upon the Issuer Company in respect of the Securities of any series or of this Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency required by this Section to be located in , or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer Company may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 2.04 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof. The Guarantor[s] will maintain (i) in , an agency where the Securities of each series may be presented for payment, an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer as in this Indenture provided and (ii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.04. The Guarantor[s] will maintain in , an agency where notices and demands to or upon the Guarantor[s] in respect of the Securities of any series or this Indenture may be served. The Guarantor[s] will give to the Trustee written notice of the location of each such agency and of any change of location thereof. In case the Guarantor[s] shall fail to maintain any agency required by this Section to be located in , or shall fail to give such notice of the location or of any change in the location of any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee. The Guarantor[s] may from time to time designate one or more additional agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.04 and where the Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Guarantor[s] may from time to time rescind any such designation, as the Guarantor[s] may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Guarantor[s] of [its] [their] obligation to maintain the agencies provided for in this Section. The Guarantor[s] will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain (i) in the Borough of Manhattancontinental United States, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange and conversion, if applicable, as provided in this Indenture and an agency where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (cii) such further agencies in such places as may be determined for the Securities of such series pursuant to Section 2.03. The Issuer will maintain in the continental United States, an agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the continental United States, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange or conversion, if applicable, as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Securities of each series may be presented or surrendered for payment, where the Securities of each series may be presented for paymentexchange as is provided in this Indenture and, (b) if applicable, pursuant to Section 2.3 and where the Securities of each series may be presented for registration of transfer and for exchange as in this Indenture provided. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or any supplemental indenture provided and (c) agency where notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations presentations, surrenders and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, demands and notices. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof. Unless otherwise specified with respect to any Securities pursuant to Section 2.3, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Issuer will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer Company will maintain in the The Borough of Manhattan, The City of New York, the following for each series: an office or agency (which may be a drop facility): (a) where the Securities may be presented or surrendered for payment, (b) where the Securities may be presented surrendered for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer Company in respect of the Securities or of this Indenture may be served. The Issuer Company will give to the Trustee prompt written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer Company shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Issuer Company may also from time to time designate one or more additional other offices or agencies (in or outside The Borough of Manhattan and The City of New York) where the Securities of a series may be presented or surrendered for payment, where the Securities of that series may be presented for exchange as provided in this Indenture any or all such purposes and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission recission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies provided an office or agency in The Borough of Manhattan or The City of New York for in this Sectionsuch purposes. The Issuer Company will give prompt written notice to the Trustee prompt written notice of any such designation or rescission thereof.recission and any change in the location of any such other office or agency. The Company hereby designates the Trustee c/o First Union National Bank, 40 Bxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 xx such drop facility in compliance with this Section 3.02

Offices for Payments, etc. So long as any of the Securities remain outstandingOutstanding, the Issuer Company will maintain in the Borough each Place of Manhattan, The City of New York, Payment the following for each series: an office or agency (a) where the Securities may be presented or surrendered for payment, (b) where the Registered Securities may be presented or surrendered for registration of transfer and for exchange as provided in this Fixed-Term Subordinated Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer Company in respect of the Securities or of this Fixed-Term Subordinated Indenture may be served. The Issuer Company will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer Company hereby initially designates the Corporate Trust Office specified office as of the Trustee, as Paying Agent the office to be maintained by it for each such purposepurpose in relation to Registered Securities. In case the Issuer Company shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations presentations, surrenders and demands may be made and notices may be served at the Corporate Trust Officecorporate trust office. The Issuer Company may from time to time designate one or more additional offices or agencies (in addition to or in lieu of the office or agency established pursuant to the preceding paragraph) where the Securities of a series may be presented or surrendered for payment, payment and where the Registered Securities of that series may be presented or surrendered for registration of transfer or for exchange as provided in this Indenture and pursuant to Section 2.03 and where the Securities of that series may be presented for registration of transfer as provided in this Fixed-Term Subordinated Indenture, and the Issuer Company may from time to time rescind any such designation, as the Issuer Company may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer Company of its obligation to maintain the agencies provided for in this Section. The Issuer Company will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstandingare authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of ManhattanMinneapolis, The City of New York, the following for each series: Minnesota an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this Indenture may be servedprovided. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in Minneapolis, Minnesota, or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust Officedesignated office of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies in the continental United States where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Securities remain outstanding, the The Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: York an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) an agency where the Securities of each series may be presented for exchange as provided in this Indenture and, if applicable, pursuant to Section 2.3, an agency where the Registered Securities of each series may be presented for registration of transfer and for exchange as provided in this Indenture or any supplemental indenture provided and (c) Indenture. The Issuer will maintain in The City of New York an agency where notices and demands to or upon the Issuer and/or the Guarantors, in respect of the Securities or of any series, the Coupons appertaining thereto, this Indenture or any Guarantees may be served. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in The City of New York, or shall fail to give such notice of the location or of any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this Indenture, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

Offices for Payments, etc. So long as any of the Registered Securities remain outstanding(other than Global Registered Securities) are authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities of each series may be presented for payment, (b) where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and where the Registered Securities of each series may be presented for registration of transfer and for exchange as in this Indenture or any supplemental indenture provided and (c) where notices provided. Notices and demands to or upon the Issuer in respect of the Securities of any series or of this Indenture may be servedserved on the Issuer at the Corporate Trust Office of the Trustee. The Issuer will give to the Trustee written notice of the location of any each such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.03, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency required by this Section to be located in New York, or shall fail to give such notice of the location or of for any change in the location thereofof any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust OfficeOffice of the Trustee. The Issuer may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.03 2.3 and where the Registered Securities of that series may be presented for registration of transfer as provided in this IndentureIndenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, howeverPROVIDED, that no such designation or rescission shall in any manner relieve the Issuer of its obligation obligations to maintain the agencies provided for in this Section. The Issuer will shall give to the Trustee prompt written notice of any such designation or rescission thereof.