Common use of Registrar and Paying Agent Clause in Contracts

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series maintain an office or agency where Notes may be presented for registration of Securities, at transfer or for exchange (the place or places specified with respect to such Series pursuant to Section 2.2“Registrar”), an office or agency where Securities of such Series Notes may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and an office or agency where notices and demands to or upon the Company in respect of the Securities of such Series Notes and this Indenture may be served served. The Company shall cause the Registrar to keep a register of the Notes and of their transfer and exchange (the “Service AgentSecurity Register”). The Registrar Security Register shall keep be in written form or any other form capable of being converted into written form within a register with respect to each Series of Securities and to their transfer and exchangereasonable time. The Company will may have one or more co-Registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address, address of any such Agent and any change in the name or address, address of each such Agent. If the Company fails to maintain a Registrar, Paying Agent or Service Agent. If at any time and/or agent for service of notices and demands, the Company shall fail appoint the Trustee to maintain any act as, and the Trustee shall act as, such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office and/or agent for service of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time remove any Agent upon written notice to time designate one or more co-registrars, additional paying agents or additional service agents such Agent and may from time to time rescind such designationsthe Trustee; provided, however, provided that no such designation or rescission removal shall in any manner relieve become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company of its obligations to maintain a Registrar, Paying and such successor Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any such designation of them may act as Paying Agent, Registrar or rescission and of any change in the name or address of any such co-registrarRegistrar, additional paying and/or agent or additional for service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; of notice and the term “Service Agent” includes any additional service agentdemands. The Company hereby initially appoints the Trustee the initial as Registrar, Paying Agent Agent, authenticating agent and Service Agent agent for each Series unless another service of notice and demands. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, Paying Agent or Service Agent, the Company shall furnish to the Trustee as of each Regular Record Date and at such other times as the case Trustee may bereasonably request the names and addresses of Holders as they appear in the Security Register, is appointed prior to including the time Securities aggregate principal amount of that Series are first issuedNotes held by each Holder.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, maintain an office or agency in the United States of America where Securities (a) Notes may be presented or surrendered for registration of such Series transfer or for exchange (the “Registrar”), (b) Notes may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where (c) notices and demands to or upon the Company in respect of the Securities of such Series Notes and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demandsserved. The Company may also from time to time designate (without notice to Holders) one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Notes may be presented or surrendered for any or all such purposes and where such notices and demands may be served and may from time to time rescind or change such designations; provided, however, that no such designation designation, rescission or rescission change shall in any manner relieve the Company of its obligations obligation to maintain an office or agency in the United States of America for such purposes. The Company may change or remove any Paying Agent, Registrar or co-Registrar without notice to any Holder so long as there is a Registrar, Paying Agent and Service Agent Registrar in each place so specified pursuant to Section 2.2 for Securities United States of any Series for such purposesAmerica. The Company will give prompt written notice to the Trustee of any such designation designation, rescission, removal or rescission change referred to in the two immediately preceding sentences. The Company or any of its Domestic Subsidiaries may act as Registrar, co-Registrar or Paying Agent. The Registrar shall keep a register of the Notes and of any their transfer and exchange. The Company, upon notice to the Trustee but without notice to Holders, may appoint one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee and may rescind the appointment of and change in the name or address of any such co-registrar, Registrars or additional paying agent or additional service agentagents. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; . The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the term “Service Company fails to maintain a Registrar or Paying Agent” includes any additional service agent, the Trustee shall act as such. The Company hereby appoints the Trustee Trustee, acting through its Corporate Trust Office in the United States of America, as initial Registrar, Paying Agent and Service Agent Registrar for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedNotes.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places Place of Payment specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“the “ Paying AgentAgent ”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrarthe “ Registrar ”) and where notices and demands (other than service of process) to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“the “ Service AgentAgent ”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demandsdemands (other than any service of process). The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying AgentPAYING AGENT”), where Securities of such Series may be surrendered for registration of transfer or exchange (“RegistrarREGISTRAR”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service AgentSERVICE AGENT”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “RegistrarREGISTRAR” includes any co-registrar; the term “Paying AgentPAYING AGENT” includes any additional paying agent; and the term “Service AgentSERVICE AGENT” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to maintain in each Place of Payment for any Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, Securities (i) an office or agency where such Securities of such Series may be presented for registration of transfer or surrendered for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”), where Securities and PROVIDED, FURTHER, that at the option of such Series the Company payment of interest may be surrendered made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for registration of transfer the Securities maintained by the Registrar), and (iii) an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registraroffice, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2; except for any service of process upon the Company. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest and premium, if any, on, the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrarsother offices or agencies where the Securities may be presented or surrendered for any or all such purposes, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registrar, Paying Agent and Service Agent an office or agency in each place so specified pursuant to Section 2.2 Place of Payment for Securities of any Series for such purposes. The Company will hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall give prompt written notice to the Trustee of any such designation or rescission rescission, and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee in writing of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to maintain in each Place of Payment for any Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, Securities (i) an office or agency where such Securities of such Series may be presented for registration of transfer or surrendered for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”) (PROVIDED that the Company shall at all times maintain a Paying Agent in the Borough of Manhattan, City of New York, State of New York (the “New York Paying Agent”), where Securities and PROVIDED, FURTHER, that at the option of such Series the Company payment of interest may be surrendered made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for registration of transfer the Securities maintained by the Registrar), and (iii) an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registraroffice, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest and premium, if any, on, the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrarsother offices or agencies where the Securities may be presented or surrendered for any or all such purposes, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registrar, Paying Agent and Service Agent an office or agency in each place so specified pursuant to Section 2.2 Place of Payment for Securities of any Series for such purposes. The Company will hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall give prompt written notice to the Trustee of any such designation or rescission rescission, and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. The Company designates , as the New York Paying Agent, with offices at .

Registrar and Paying Agent. The Company Co-Issuers shall maintain, with respect maintain or cause to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, be maintained an office or agency in the United States where Securities (a) Notes may be presented for payment or surrendered for registration of such Series may transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where (c) notices and demands to or upon the Company Co-Issuers in respect of the Securities of such Series Notes and this Indenture may be served (“Service Agent”)served. The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company Co-Issuers may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company either Co-Issuer of its obligations obligation to maintain a Registraror cause to be maintained an office or agency in the United States, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. At the option of the Co-Issuers, the payment of interest, if any, may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided that for Holders owning at least $100,000 aggregate principal amount of Notes that have given wire transfer instructions to the Co-Issuers at least ten (10) Business Days prior to the applicable payment date, the Co-Issuers shall make all payments of principal, interest, premium, if any, by wire transfer of immediately available funds to the accounts specified by the Holders thereof. The Company will give prompt written or any Subsidiary of the Company may act as Registrar or Paying Agent, except that for the purposes of Article Eight, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Co-Issuers, upon notice to the Trustee of any such designation Trustee, may have one or rescission and of any change in the name or address of any such more co-registrar, registrars and one or more additional paying agent or additional service agentagents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar; registrar and the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints Co-Issuers initially appoint the Trustee the initial Registrar, as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. To the extent necessary, the Co-Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Co-Issuers shall notify the Trustee, in advance, of the name and Service Agent for each Series unless another Registrar, address of any such Agent. If the Co-Issuers fail to maintain a Registrar or Paying Agent or Service Agent, the Trustee shall act as the case may be, is appointed prior to the time Securities of that Series are first issuedsuch.

Registrar and Paying Agent. The Company shall maintain, with respect to maintain in each Place of Payment for any Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, Securities (i) an office or agency where such Securities of such Series may be presented for registration of transfer or surrendered for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”), where Securities and PROVIDED, that at the option of such Series the Company payment of interest may be surrendered made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for registration of transfer the Securities maintained by the Registrar), and (iii) an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registraroffice, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest and premium, if any, on, the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrarsother offices or agencies where the Securities may be presented or surrendered for any or all such purposes, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registrar, Paying Agent and Service Agent an office or agency in each place so specified pursuant to Section 2.2 Place of Payment for Securities of any Series for such purposes. The Company will hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall give prompt written notice to the Trustee of any such designation or rescission rescission, and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. .

Registrar and Paying Agent. The Company shall maintain, with respect to maintain in each Place of Payment for any Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, Securities (i) an office or agency where such Securities of such Series may be presented for registration of transfer or surrendered for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”), where Securities and PROVIDED, that at the option of such Series the Company payment of interest may be surrendered made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for registration of transfer the Securities maintained by the Registrar), and (iii) an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registraroffice, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest and premium, if any, on, the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrarsother offices or agencies where the Securities may be presented or surrendered for any or all such purposes, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registrar, Paying Agent and Service Agent an office or agency in each place so specified pursuant to Section 2.2 Place of Payment for Securities of any Series for such purposes. The Company will hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall give prompt written notice to the Trustee of any such designation or rescission rescission, and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.22.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“"Paying Agent”), ") and where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar and Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices presentations and demands surrenders may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, presentations and surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, registrars or additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Registrar or Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, registrar or additional paying agent or additional service agent. The term “"Registrar” " includes any co-registrar; and the term “"Paying Agent” " includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee [ ] as the initial Registrar, Registrar and Paying Agent and Service Agent for each Series unless another Registrar, Registrar or Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. Each Registrar and Paying Agent shall be entitled to all of the rights, protections, exculpations and indemnities afforded to the Trustee in connection with its roles as Registrar and Paying Agent.

Registrar and Paying Agent. The Company Co-Issuers shall maintain, with respect maintain or cause to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, be maintained an office or agency in the United States where Securities (a) Notes may be presented for payment or surrendered for registration of such Series may transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where (c) notices and demands to or upon the Company Co-Issuers in respect of the Securities of such Series Notes and this Indenture may be served (“Service Agent”)served. The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company Co-Issuers may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company either Co-Issuer of its obligations obligation to maintain a Registraror cause to be maintained an office or agency in the United States, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. At the option of the Co-Issuers, the payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided that for Holders owning at least $100,000 aggregate principal amount of Notes that have given wire transfer instructions to the Co-Issuers at least ten (10) Business Days prior to the applicable payment date, the Co-Issuers shall make all payments of principal, interest, premium and Additional Interest, if any, by wire transfer of immediately available funds to the accounts specified by the Holders thereof. The Company will give prompt written or any Subsidiary of the Company may act as Registrar or Paying Agent, except that for the purposes of Article Eight, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Co-Issuers, upon notice to the Trustee of any such designation Trustee, may have one or rescission and of any change in the name or address of any such more co-registrar, registrars and one or more additional paying agent or additional service agentagents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar; registrar and the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints Co-Issuers initially appoint the Trustee the initial Registrar, as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. To the extent necessary, the Co-Issuers shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Co-Issuers shall notify the Trustee, in advance, of the name and Service Agent for each Series unless another Registrar, address of any such Agent. If the Co-Issuers fail to maintain a Registrar or Paying Agent or Service Agent, the Trustee shall act as the case may be, is appointed prior to the time Securities of that Series are first issuedsuch.

Registrar and Paying Agent. The Company shall maintain, with respect to maintain in each Place of Payment for any Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, Securities (i) an office or agency where such Securities of such Series may be presented for registration of transfer or surrendered for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”) (PROVIDED that the Company shall at all times maintain a Paying Agent in the Borough of Manhattan, City of New York, State of New York (the “New York Paying Agent”), where Securities and PROVIDED, FURTHER, that at the option of such Series the Company payment of interest may be surrendered made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for registration of transfer the Securities maintained by the Registrar), and (iii) an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registraroffice, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest and premium, if any, on, the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrarsother offices or agencies where the Securities may be presented or surrendered for any or all such purposes, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registrar, Paying Agent and Service Agent an office or agency in each place so specified pursuant to Section 2.2 Place of Payment for Securities of any Series for such purposes. The Company will hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall give prompt written notice to the Trustee of any such designation or rescission rescission, and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. The Company designates [●], as the New York Paying Agent, with offices at [●].

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“"Paying Agent”"), where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “"Registrar” " includes any co-registrar; the term “"Paying Agent” " includes any additional paying agent; and the term “"Service Agent” " includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. (a) The Company shall maintainmaintain or cause to be maintained, with respect to each Series within or outside the State of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2New York, an office or agency where Securities Debentures of any series may be presented for registration of transfer or for exchange ("Registrar") for each place of payment for such Series series of Debentures, a Paying Agent at whose office such series of Debentures may be presented or surrendered for payment (“Paying Agent”)payment, where Securities of such Series may be surrendered for registration of transfer and an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series Debentures and this Junior Indenture may be served (“Service Agent”)served. The Registrar shall keep a register with respect to each Series (the "Securities Register") of Securities such series of Debentures and to of their transfer and exchange. The Company will may have one or more co-Registrars and one or more additional Paying Agents. The term Registrar includes any additional registrar and the term Paying Agent includes any additional paying agent. The principal corporate trust office of the Trustee in New York, New York, shall initially be the Registrar for the Series 1997 Debentures and agent for service of notice or demands on the Company, and the Trustee shall initially be the Paying Agent for the Series 1997 Debentures. (b) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar (if not the Company or the Trustee or an affiliate of the Trustee). The agreement shall implement the provisions of this Junior Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee and to the Holders of the name and address, and any change in the name of location of such office or address, of each Registrar, Paying Agent or Service Agentagency. If at any time the Company shall fail to maintain or cause to be maintained any such required Registrar, Paying Agent office or Service Agent agency or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, Trustee set forth in Section 11.02 hereof. The Company shall notify the Trustee of the name and address of any such agent. If the Company hereby appoints fails to maintain a Registrar, Paying Agent or agent for service of notices or demands, the Trustee shall act as its such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or co-Registrar or agent to receive all such presentations, surrenders, for service of notices and demands. . (c) The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where Debentures of any series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee and to the Holders of any such designation or rescission and of any change in the name or address location of any such co-registrar, additional paying agent other office or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedagency.

Registrar and Paying Agent. The Company Issuer shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), ) and where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Issuer will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar or Paying Agent or Service Agent. If at any time the Company Issuer shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices presentations and demands surrenders may be made or served at the Corporate Trust Office of the Trustee, and the Company Issuer hereby appoints the Trustee as its agent to receive all such presentations, presentations and surrenders, notices and demands. The Company Issuer may also from time to time designate one or more co-registrars, registrars or additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuer of its obligations to maintain a Registrar, Registrar and Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, registrar or additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; registrar and the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company Issuer or any of its Affiliates may serve as Registrar or Paying Agent. The Issuer hereby appoints the Trustee the initial Registrar, Registrar and Paying Agent and Service Agent for each Series Series, unless another Registrar, Registrar or Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), ) and where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar or Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, registrars or additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Registrar and Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, registrar or additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; registrar and the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent custodian of Global Securities for the Depository for each Series unless another Registrar, Paying Agent or Service Agentcustodian of Global Securities for the Depository, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintainmaintain or cause to be maintained, with respect to each Series within or outside the State of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2New Jersey, an office or agency where Securities the Debentures may be presented for registration of such Series transfer or for exchange ("Registrar"), a Paying Agent at whose office the Debentures may be presented or surrendered for payment (“Paying Agent”)payment, where Securities of such Series may be surrendered for registration of transfer and an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series Debentures and this Indenture may be served (“Service Agent”)served. The Registrar shall keep a register with respect to each Series (the "Register") of Securities the Debentures and to of their transfer and exchange. The Company will may have one or more co-Registrars and one or more additional Paying Agents. The term Registrar includes any additional registrar and the term Paying Agent includes any additional paying agent. The corporate office of the Trustee in Morristown, New Jersey, shall initially be the Registrar for each series of Debentures and agent for service of notice or demands on the Company, and the Trustee shall initially be the Paying Agent for each series of Debentures. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar (if not the Company or the Trustee or an affiliate of the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee and to the Holders of the name and address, and any change in the name of location of such office or address, of each Registrar, Paying Agent or Service Agentagency. If at any time the Company shall fail to maintain or cause to be maintained any such required Registrar, Paying Agent office or Service Agent agency or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, Trustee set forth in Section 11.02 hereof. The Company shall notify the Trustee of the name and address of any such agent. If the Company hereby appoints fails to maintain a Registrar, Paying Agent or agent for service of notices or demands, the Trustee shall act as its such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company or any Affiliate of the Company may act Paying Agent, Registrar or co-Registrar or agent to receive all such presentations, surrenders, for service of notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Debentures may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee and to the Holders of any such designation or rescission and of any change in the name or address location of any such co-registrar, additional paying agent other office or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedagency.

Registrar and Paying Agent. The Company shall maintain, with respect to maintain in each Place of Payment for any Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, Securities (i) an office or agency where such Securities of such Series may be presented for registration of transfer or surrendered for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”), where Securities provided, that at the option of such Series the Company payment of interest may be surrendered made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for registration of transfer the Securities maintained by the Registrar, and (iii) an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent office or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of and premium, if any, and interest on the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar or co-registrar without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registrar, Paying Agent and Service Agent an office or agency in each place so specified pursuant to Section 2.2 Place of Payment for Securities of any Series series for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company.

Registrar and Paying Agent. (a) The Company shall maintainmaintain or cause to be maintained, with respect to each Series within or outside the State of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2New York, an office or agency where Securities Debentures of any series may be presented for registration of transfer or for exchange (“Registrar”) for each place of payment for such Series series of Debentures, a Paying Agent at whose office such series of Debentures may be presented or surrendered for payment (“Paying Agent”)payment, where Securities of such Series may be surrendered for registration of transfer and an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series Debentures and this Junior Indenture may be served (“Service Agent”)served. The Registrar shall keep a register with respect to each Series (the “Securities Register”) of Securities such series of Debentures and to of their transfer and exchange. The Company will may have one or more co-Registrars and one or more additional Paying Agents. The term Registrar includes any additional registrar and the term Paying Agent includes any additional paying agent. The principal corporate trust office of the Trustee in New York, New York, shall initially be the Registrar for the Series 2004 Debentures and agent for service of notice or demands on the Company, and the Trustee shall initially be the Paying Agent for the Series 2004 Debentures. (b) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar (if not the Company or the Trustee or an affiliate of the Trustee). The agreement shall implement the provisions of this Junior Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee and to the Holders of the name and address, and any change in the name of location of such office or address, of each Registrar, Paying Agent or Service Agentagency. If at any time the Company shall fail to maintain or cause to be maintained any such required Registrar, Paying Agent office or Service Agent agency or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, Trustee set forth in Section 12.02. The Company shall notify the Trustee of the name and address of any such agent. If the Company hereby appoints fails to maintain a Registrar, Paying Agent or agent for service of notices or demands, the Trustee shall act as its such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or co-Registrar or agent to receive all such presentations, surrenders, for service of notices and demands. . (c) The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where Debentures of any series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee and to the Holders of any such designation or rescission and of any change in the name or address location of any such co-registrar, additional paying agent other office or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedagency.

Registrar and Paying Agent. The Company shall maintainmaintain or cause to be maintained, with respect to each Series within or outside the State of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2New Jersey, an office or agency where Securities the Debentures may be presented for registration of such Series transfer or for exchange ("Registrar"), a Paying Agent at whose office the Debentures may be presented or surrendered for payment (“Paying Agent”)payment, where Securities of such Series may be surrendered for registration of transfer and an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series Debentures and this Indenture may be served (“Service Agent”)served. The Registrar shall keep a register with respect to each Series (the "Register") of Securities the Debentures and to of their transfer and exchange. The Company will may have one or more co-Registrars and one or more additional Paying Agents. The term Registrar includes any additional registrar and the term Paying Agent includes any additional paying agent. The corporate office of the Trustee in Newark, New Jersey, shall initially be the Registrar for the Series A Debentures and agent for service of notice or demands on the Company, and the Trustee shall initially be the Paying Agent for the Series A Debentures. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar (if not the Company or the Trustee or an affiliate of the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee and to the Holders of the name and address, and any change in the name of location of such office or address, of each Registrar, Paying Agent or Service Agentagency. If at any time the Company shall fail to maintain or cause to be maintained any such required Registrar, Paying Agent office or Service Agent agency or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, Trustee set forth in Section 11.02 hereof. The Company shall notify the Trustee of the name and address of any such agent. If the Company hereby appoints fails to maintain a Registrar, Paying Agent or agent for service of notices or demands, the Trustee shall act as its such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company or any Affiliate of the Company may act Paying Agent, Registrar or co-Registrar or agent to receive all such presentations, surrenders, for service of notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Debentures may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee and to the Holders of any such designation or rescission and of any change in the name or address location of any such co-registrar, additional paying agent other office or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedagency.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.22.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), ) and where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar and Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices presentations and demands surrenders may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, presentations and surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, registrars or additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Registrar or Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, registrar or additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; and the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee [ ] as the initial Registrar, Registrar and Paying Agent and Service Agent for each Series unless another Registrar, Registrar or Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. Each Registrar and Paying Agent shall be entitled to all of the rights, protections, exculpations and indemnities afforded to the Trustee in connection with its roles as Registrar and Paying Agent.

Registrar and Paying Agent. (a) The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“"Paying Agent”"), where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. . (b) The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “"Registrar” " includes any co-registrar; the term “"Paying Agent” " includes any additional paying agent; and the term “"Service Agent” " includes any additional service agent. . (c) The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company Issuers shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), ) and where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Issuers will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar or Paying Agent or Service Agent. If at any time the Company Issuers shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company Issuers hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. The Company Issuers may also from time to time designate one or more co-registrars, registrars or additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuers of its their obligations to maintain a Registrar, Registrar and Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, registrar or additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; registrar and the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company Issuers hereby appoints appoint the Trustee as the initial Registrar, Paying Agent and Service Agent custodian of Global Securities for the Depository for each Series unless another Registrar, Paying Agent or Service Agentcustodian of Global Securities for the Depository, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company Issuers shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands to or upon the Company Issuers in respect of the Securities of such Series and this Indenture may be served delivered (the “Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Issuers will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company Issuers shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company Issuers hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. The Company Issuers may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuers of its their obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service notice agent. The term “Registrar” includes any co-registrar; , the term “Paying Agent” includes any additional paying agent; agent and the term “Service Notice Agent” includes any additional service notice agent. The Company Partnership or any of its Affiliates may serve as Registrar or Paying Agent. The Issuers hereby appoints appoint the Trustee the initial Registrar, Paying Agent and Service Notice Agent for each Series Series, unless another Registrar, Paying Agent or Service Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to maintain in each Place of Payment for any Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, Securities (i) an office or agency where such Securities of such Series may be presented for registration of transfer or surrendered for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”), where Securities and PROVIDED, FURTHER, that at the option of such Series the Company payment of interest may be surrendered made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for registration of transfer the Securities maintained by the Registrar), and (iii) an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registraroffice, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2; except for any service of process upon the Company. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest and premium, if any, on, the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrarsother offices or agencies where the Securities may be presented or surrendered for any or all such purposes, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registrar, Paying Agent and Service Agent an office or agency in each place so specified pursuant to Section 2.2 Place of Payment for Securities of any Series for such purposes. The Company will hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall give prompt written notice to the Trustee of any such designation or rescission rescission, and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served delivered (“Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided, however, that any appointment of the Trustee as the Notice Agent shall exclude the appointment of the Trustee or any office of the Trustee as an agent to receive the service of legal process on the Company. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Notice Agent” includes any additional service notice agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Notice Agent for each Series unless another Registrar, Paying Agent or Service Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. (a) The Company shall maintain, with respect to each Series of Securitieswill keep, at an office or agency to be maintained by it in the place Borough of Manhattan, the City of New York, or places specified in any other office or agency of the Company in a Place of Payment, where Registered Warrants may be presented for registration or presented and surrendered for registration of transfer or of exchange (the “Registrar”), a security register for the registration and the registration of transfer or of exchange of the Registered Warrants (the registers maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Register”), as in this Agreement provided, which Register shall at all reasonable times be open for inspection by the Warrant Agent. Such Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. The Company may appoint one or more co-Registrars; the term “Registrar” includes any co-Registrar. The Company hereby appoints the Warrant Agent at its Corporate Trust Office as Registrar in connection with respect to the Warrants and this Agreement, until such Series pursuant to Section 2.2time as another Person is appointed as such. (b) The Company will maintain in each Place of Payment for any series of Warrants, an office or agency where Securities Warrants of such Series series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities Warrants of such Series series and this Indenture Agreement may be served (the “Service Paying Agent”). The Registrar shall keep So long as any Bearer Warrants of any series remain outstanding, the Company will maintain for such purposes one or more offices or agencies outside the United States in such city or cities specified pursuant to Section 3.01 and, if any Bearer Warrants are listed on a register with respect securities exchange that requires an office or agency for the payment of any amounts on such Bearer Warrants in a location other than the location of an office or agency specified pursuant to each Series of Securities Section 3.01, the Company will maintain for such purposes an office or agency in such location so long as any Bearer Warrants are listed on such securities exchange and to their transfer and exchangesuch exchange so requires. The Company will give prompt written notice to the Trustee Warrant Agent of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent office or Service Agent agency or shall fail to furnish the Trustee Warrant Agent with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, Warrant Agent (in the case of Registered Warrants) and at the principal London office of the Warrant Agent (in the case of Bearer Warrants). The Company hereby appoints the Trustee Warrant Agent at its Corporate Trust Office as its agent to receive all Paying Agent in connection with the Warrants and this Agreement, until such presentations, surrenders, notices and demands. time as another Person is appointed as such. (c) The Company may also from time to time designate one or more co-registrars, additional paying agents different or additional service agents offices or agencies where the Warrants of any series may be presented or surrendered for any or all of the purposes described in Sections 3.04(a) and 3.04(b) (in or outside of such Place of Payment), and may from time to time rescind any such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent described in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposesthe preceding paragraphs. The Company will give prompt written notice to the Trustee Warrant Agent of any such additional designation or rescission of designation and of any change in the name or address location of any such co-registrar, additional paying agent different or additional service agentoffice or agency. The term “Registrar” includes Company shall enter into an appropriate agency agreement with any co-registrar; Registrar or Paying Agent not a party to this Agreement. The agreement shall implement the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service provisions of this Agreement that relate to such agent. The Company hereby appoints shall notify the Trustee Warrant Agent of the initial Registrar, name and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, the Warrant Agent shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.02(a). The Company or any Affiliate of the case Company may be, is appointed prior to the time Securities of that Series are first issuedact as Registrar or Paying Agent.

Registrar and Paying Agent. The Company Issuer shall maintain, with respect to each Series of Securities, at all times maintain in the place or places specified with respect to such Series pursuant to Section 2.2, continental U.S. an office or agency where Securities of such Series Notes may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or for exchange (the “Registrar”) ), and an office or agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture Notes may be served presented for payment (the “Service Paying Agent”). The Registrar shall keep a register with respect to each Series of Securities the Notes and to of their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands Issuer may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate have one or more co-registrars, registrars and one or more additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposesagents. The Company term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any such additional paying agent. The Issuer will give prompt written notice to the Trustee of any such designation co-registrar or rescission additional paying agents and of any change in the name or address of any such co-registrar, additional paying agent Registrar or additional service agentPaying Agent. The term “Registrar” includes Issuer or any co-registrar; the term “of its Subsidiaries may act as Paying Agent” includes any additional paying agent; , subject to the provisions of this Section 2.3 and the term “Service Agent” includes any additional service agentSection 4.14. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Any Paying Agent or Service AgentRegistrar may resign as such upon 30 days’ prior written notice to the Issuer and the Trustee; upon resignation of any Paying Agent or Registrar, the Issuer shall appoint a successor Paying Agent or Registrar, as the case may be, is appointed prior complying with the requirements of this Section 2.3, no later than 30 days thereafter and shall provide notice to the Trustee of such successor Paying Agent or Registrar. If at any time Securities there shall be Notes outstanding that are not Global Notes and there shall be no Paying Agent with an office or agency in the City of New York, State of New York (or as such office may be moved from time to time to any other location within the contiguous U.S.), where the Notes may be presented or surrendered for payment, the Issuer shall forthwith designate such a Paying Agent in order that Series are first issuedsuch Notes shall at all times be payable in the City of New York, the State of New York (or as such office may be moved from time to time to any other location within the contiguous U.S.). The Issuer initially appoints Computershare Trust Company, N.A., as Registrar and Paying Agent for the Notes. The immunities, protections and exculpations available to the Trustee under this Indenture shall also be available to each Agent, and the Issuer’s obligations under Section 7.6 to compensate and indemnify the Trustee shall extend likewise to each Agent.

Registrar and Paying Agent. (a) The Company shall maintain, with respect to each Series maintain an office or agency where Notes may be presented for registration of Securities, at transfer or for exchange (the place or places specified with respect to such Series pursuant to Section 2.2“Registrar”), an office or agency where Securities of such Series Notes may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and an office or agency where notices and demands to or upon the Company in respect of the Securities of such Series Notes and this Indenture may be served served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Notes and of their transfer and exchange (the “Service AgentNote Register”). The Registrar shall keep a register with respect to each Series of Securities Company may have one or more co-Registrars and to their transfer and exchangeone or more additional Paying Agents. The Company will 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 that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address, address of any such Agent and any change in the name or address, address of each Registrar, Paying Agent or Service such Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations fails to maintain a Registrar, Paying Agent and/or agent for service of notices and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to demands, the Trustee of any shall act as such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and/or agent for service of notices and Service demands, and shall be entitled to appropriate compensation in accordance with Section 7.07. (b) The Company may remove any Agent upon 30 days written notice to such Agent and the Trustee; provided, that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for each Series unless another service of notice and demands. (c) The Company initially appoints the Trustee as Registrar, Paying Agent or Service Agent, authenticating agent and agent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee at least ten (10) Business Days before each Interest Payment Date and at such other times as the case Trustee may bereasonably request, is appointed prior to the time Securities names and addresses of that Series are first issuedthe Holders as they appear in the Note Register, which list may conclusively be relied upon by the Trustee. The Trustee shall comply with the requirements of Section 312 of the Trust Indenture Act.

Registrar and Paying Agent. (a) The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.22.02, an office or agency where Securities of such Series may be presented for registration of transfer or surrendered for payment exchange (the “Paying AgentRegistrar”), ) and an office or agency where Securities of such Series may be surrendered presented for registration of transfer or exchange payment (the “Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Paying Agent”). The Registrar shall keep a register with respect to each Series of Securities and to of their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate have one or more co-registrars, registrars and one or more additional paying agents or additional service agents and may from time to time rescind such designationsagents; provided, however, that so long as Xxxxx Fargo Bank, N.A. shall be the Trustee, without the consent of the Trustee, there shall be no such designation more than one Registrar or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in for each place so specified pursuant to Section 2.2 for Securities Series of any Series for such purposesSecurities. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Service co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Wholly Owned Subsidiary incorporated or organized within the United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register transfer or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed, or any Securities for a period of 15 days before a selection of an interest payment date. The Holder of a Security may be treated as the owner of such Security for all purposes. (b) The Company initially appoints the Trustee as Registrar and Paying Agent for each Series of Securities unless another Registrar or Paying Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. (c) The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. (d) Except as the Company and the Trustee may otherwise agree or as otherwise provided for a particular Series of Securities by a resolution of the Board of Directors, a supplemental indenture or an Officers’ Certificate, the Company shall promptly file with the Trustee by each January 15th for which original issue discount reporting is required a written notice specifying the amount of the original issue discount, if any, accrued on the Securities of a Series for the previous calendar year, including daily rates and accrual periods, and such other information relating to original issue discount as may be required under the Code and applicable regulations, as amended from time to time.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar or Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Registrar and Paying Agent and the Company will serve as its own Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with (a) With respect to each Series subclass of Securities, there shall at all times be maintained by the place or places specified with respect to such Series pursuant to Section 2.2, Registrar (i) an office or agency in the location set forth in Section 13.05 hereof where Securities of such Series subclass may be presented or surrendered for registration of transfer or for exchange, (ii) an office or agency in the location set forth in Section 13.05 (other than Ireland) for payment of Securities of any subclass (each, a “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and (iii) an office or agency where notices and demands to or upon the Company in respect of the Securities payment of such Series and this Indenture Securities may be served served. For so long as any Securities are listed on the Alternative Securities Market of the Irish Stock Exchange, the Issuer shall appoint and maintain a Paying Agent in Ireland (the “Service Irish Paying Agent”). The Registrar Written notice of the location of each such other office or agency and of any change of location thereof shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice be given by the Trustee to the Trustee Issuer and the Holders of such subclass. In the name and addressevent that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices presentations and demands may be made or and notices may be served at the Corporate Trust Office of the Trustee. (b) Each Authorized Agent shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States or any state or territory thereof or of the District of Columbia, with a combined capital and surplus of at least $75,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter Incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $75,000,000) and shall be authorized under the laws of the United States or any state or territory thereof to exercise corporate trust powers, subject to supervision by Federal or state authorities (such requirements, the “Eligibility Requirements”). The Trustee shall initially be a Paying Agent and Registrar hereunder with respect to the Securities of each subclass. (c) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee and the Issuer. The Issuer may, and at the Company hereby appoints request of the Trustee as its agent shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to receive all such presentationsAuthorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or if at any time any such Authorized Agent shall cease to be eligible under this Section (when, surrendersin either case, notices and demandsno other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Trustee), the Issuer shall promptly appoint one or more qualified successor Authorized Agents, reasonably satisfactory to the Trustee, to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company may also Issuer shall give written notice of any such appointment made by it to the Trustee; and in each case the Trustee shall mail notice of such appointment to all Holders of the related subclass as their names and addresses appear on the Register for such subclass. (e) The Issuer agrees to pay, or cause to be paid, from time to time designate one or more co-registrars, additional paying agents or additional service agents to each Authorized Agent reasonable compensation for its services and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of reimburse it for its obligations reasonable expenses to maintain a Registrar, Paying Agent and Service Agent in each place so specified be agreed to pursuant to Section 2.2 for Securities of any Series for separate agreements with each such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Authorized Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“"Paying Agent”"), where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Corporate Trust Office of the Trustee shall be such office or agency for all of the aforesaid purposes unless the Company shall maintain some other office or agency for such purposes and the Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “"Registrar” " includes any co-registrar; the term “"Paying Agent” " includes any additional paying agent; and the term “"Service Agent” " includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company Trust shall maintaincause a Paying Agent to maintain an office or agency where the Securities may be presented or surrendered for payment, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, maintain an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company Trust in respect of the Securities of such Series and this Indenture Trust Agreement may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of the Securities and to their transfer and exchange. The Company Trust will give prompt written notice to the Property Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company Trust shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Property Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Property Trustee, and the Company Trust hereby appoints the Property Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company Trust may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company Trust of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Trust will give prompt written notice to the Property Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “"Registrar” " includes any co-registrar; the term “"Paying Agent” " includes any additional paying agent; and the term “"Service Agent” " includes any additional service agent. The Company Trust hereby appoints the Property Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedSecurities.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.22.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served delivered (“Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Notice Agent” includes any additional service notice agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Notice Agent for each Series unless another Registrar, Paying Agent or Service Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintainmaintain or cause to be maintained, with respect to each Series within or outside the State of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2New Jersey, an office or agency where Securities the Debentures may be presented for registration of such Series transfer or for exchange ("Registrar"), a Paying Agent at whose office the Debentures may be presented or surrendered for payment (“Paying Agent”)payment, where Securities of such Series may be surrendered for registration of transfer and an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series Debentures and this Indenture may be served (“Service Agent”)served. The Registrar shall keep a register with respect to each Series (the "Register") of Securities the Debentures and to of their transfer and exchange. The Company will may have one or more co-Registrars and one or more additional Paying Agents. The term Registrar includes any additional registrar and the term Paying Agent includes any additional paying agent. The corporate office of the Trustee in Morristown, New Jersey, shall initially be the Registrar for the Series __ Debentures and agent for service of notice or demands on the Company, and the Trustee shall initially be the Paying Agent for the Series __ Debentures. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar (if not the Company or the Trustee or an affiliate of the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee and to the Holders of the name and address, and any change in the name of location of such office or address, of each Registrar, Paying Agent or Service Agentagency. If at any time the Company shall fail to maintain or cause to be maintained any such required Registrar, Paying Agent office or Service Agent agency or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, Trustee set forth in Section 11.02 hereof. The Company shall notify the Trustee of the name and address of any such agent. If the Company hereby appoints fails to maintain a Registrar, Paying Agent or agent for service of notices or demands, the Trustee shall act as its such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company or any Affiliate of the Company may act Paying Agent, Registrar or co-Registrar or agent to receive all such presentations, surrenders, for service of notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Debentures may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee and to the Holders of any such designation or rescission and of any change in the name or address location of any such co-registrar, additional paying agent other office or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedagency.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places Place of Payment specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands (other than service of process) to or upon the Company in respect of the Securities of such Series and this Indenture may be served (the “Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices presentations and demands surrenders may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, presentations and surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee as the initial Registrar, Registrar and Paying Agent and Service Agent for each Series unless another Registrar, Registrar or Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places Place of Payment specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands (other than service of process) to or upon the Company in respect of the Securities of such Series and this Indenture may be served (the “Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demandsdemands (other than any service of process). The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company Issuers shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands to or upon the Company Issuers in respect of the Securities of such Series and this Indenture may be served (the “Service Agent”). The Partnership or any of its Subsidiaries may act as the Paying Agent, Registrar or Service Agent. The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Issuers will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or and Service Agent. If at any time the Company Issuers shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company Issuers hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. The Company Issuers may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuers of its their obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; , the term “Paying Agent” includes any additional paying agent; agent and the term “Service Agent” includes any additional service agent. The Company Issuers hereby appoints appoint for each Series the Trustee as the initial Registrar, Registrar and Paying Agent and the Partnership as the initial Service Agent for each Series Agent, unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect maintain or cause to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, be maintained an office or agency in the United States where Securities (a) Notes may be presented for payment or surrendered for registration of such Series may transfer or for exchange ("REGISTRAR"), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”"PAYING AGENT") and where (c) notices and demands to or upon the Company in respect of the Securities of such Series Notes and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demandsserved. The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registraror cause to be maintained an office or agency in the United States, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. At the option of the Company, the payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided that for Holders owning at least $100,000 aggregate principal amount of Notes that have given wire transfer instructions to the Company at least ten (10) Business Days prior to the applicable payment date, the Company shall make all payments of principal, interest, premium and Additional Interest, if any, by wire transfer of immediately available funds to the accounts specified by the Holders thereof. The Company will give prompt written or any Subsidiary of the Company may act as Registrar or Paying Agent, except that for the purposes of Article Eight, neither the Company nor any Affiliate of the Company shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company, upon notice to the Trustee of any such designation Trustee, may have one or rescission and of any change in the name or address of any such more co-registrar, registrars and one or more additional paying agent or additional service agentagents reasonably acceptable to the Trustee. The term “"Registrar” " includes any co-registrar; registrar and the term “"Paying Agent” " includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby initially appoints the Trustee the initial Registrar, as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee, in advance, of the name and Service Agent for each Series unless another Registrar, address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent or Service Agent, the Trustee shall act as the case may be, is appointed prior to the time Securities of that Series are first issuedsuch.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served delivered (“Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided, that the Corporate Trust Office of the Trustee shall not be a place of service of legal process on the Company. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Notice Agent” includes any additional service notice agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Notice Agent for each Series unless another Registrar, Paying Agent or Service Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. (a) The Company Partnership shall maintainmaintain in the Borough of Manhattan, with respect to each Series The City of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2New York, an office or agency (the "Registrar") where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series Bonds may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company Partnership in respect of the Securities of such Series and Bonds or under this Indenture may be served (“Service Agent”)served. The Registrar Partnership shall keep cause a register with respect to each Series for the registration of Securities the Bonds and to of their transfer and exchangeexchange (the "Bond Register") to be kept at the office of the Registrar. The Company will Partnership hereby initially appoints the Trustee at its principal corporate trust office as Registrar, and the Trustee hereby accepts such appointment. (b) There shall at all times be maintained in the Borough of Manhattan, The City of New York, and in such other places of payment, if any, as shall be specified for the Bonds in a related Supplemental Indenture, an office or agency (the "Paying Agent") where Bonds may be presented for payment of principal, premium (if any) and interest. The Partnership hereby initially appoints the Trustee at its principal corporate trust office as Paying Agent, and the Trustee hereby accepts such appointment. (c) Whenever the Partnership shall appoint a Paying Agent other than the Trustee, it shall cause, prior to such appointment, each such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 2.6.1, that such Paying Agent shall: (i) hold all sums held by such Paying Agent for the payment of the principal of, premium (if any) or interest on the Bonds in trust for the benefit of the Holders or the Trustee, (ii) give the Trustee within five (5) days thereafter written notice of any default by the Partnership (or any other obligor upon the Bonds) in the making of any such payment of principal, premium (if any) or interest; and (iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. (d) Notwithstanding any other provision this Indenture, any payment required to be made to or received or held by the Trustee may, to the extent authorized by written instructions of the Trustee, be made to or received or held by any Paying Agent for the account of the Trustee. (e) The Partnership shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, the Registrar and Paying Agent or Service Agent. If at any time the Company Partnership shall fail to maintain any such required Registrar, a Registrar and/or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address location thereof, such presentations, surrenders, notices and demands presentation or surrender of Bonds for registration of transfer or exchange or for payment may be made or served at the Corporate Trust Office principal corporate trust office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.22.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.22.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“"Paying Agent”"), where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “"Registrar” " includes any co-registrar; the term “"Paying Agent” " includes any additional paying agent; and the term “"Service Agent” " includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served delivered (“Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided, however, that any appointment of the Trustee as the Notice Agent shall exclude the appointment of the Trustee or any office of the Trustee as an agent to receive the service of legal process on the Company. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.and

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.22.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. Anything in this Section to the contrary notwithstanding, the Company may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all Series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Company or any Paying Agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.

Registrar and Paying Agent. The Company Operating Partnership shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company Operating Partnership in respect of the Securities of such Series and this Indenture may be served delivered (“Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Operating Partnership will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company Operating Partnership shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company Operating Partnership hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company Operating Partnership may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Operating Partnership of its obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Operating Partnership will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Notice Agent” includes any additional service notice agent. The Company Operating Partnership or any of its Affiliates may serve as Registrar or Paying Agent. The Operating Partnership hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Notice Agent for each Series unless another Registrar, Paying Agent or Service Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain--------------------------- maintain or cause to be maintained, with respect to each Series within or outside the State of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2New York, an office or agency where Securities the Debentures may be presented for registration of such Series transfer or for exchange ("Registrar"), a Paying Agent at whose office the Debentures may be presented or surrendered for payment (“Paying Agent”)payment, where Securities of such Series may be surrendered for registration of transfer and an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series Debentures and this Indenture may be served (“Service Agent”)served. The Registrar shall keep a register with respect to each Series (the "Register") of Securities the Debentures and to of their transfer and exchange. The Company will give prompt written notice to may have one or more co-Registrars and one or more additional Paying Agents. The term Registrar includes any additional registrar and the term Paying Agent includes any additional paying agent. The corporate office of the Trustee in New York, shall initially be the Registrar for the Debentures and agent for service of notice or demands on the name and addressCompany, and the Trustee shall initially be the Paying Agent for the Debentures. The Company shall enter into an appropriate agency agreement with any change in the name or address, of each Registrar, Paying Agent or Service Agentco-Registrar (if not the Company or the Trustee or an affiliate of the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall give prompt written- notice to the Trustee and to the Holders of any change of location of such office or agency. If at any time the Company shall fail to maintain or cause to be maintained any such required Registrar, Paying Agent office or Service Agent agency or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, Trustee set forth in Section 11.02 hereof. The Company shall notify the Trustee of the name and address of any such agent. If the Company hereby appoints fails to maintain a Registrar, Paying Agent or agent for service of notices or demands, the Trustee shall act as its such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company or any Affiliate of the Company may act Paying Agent, Registrar or co-Registrar or agent to receive all such presentations, surrenders, for service of notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Debentures may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee and to the Holders of any such designation or rescission and of any change in the name or address location of any such co-registrar, additional paying agent other office or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedagency.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of SecuritiesNotes, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment of principal, premium, if any, and interest thereon (“except that at the option of the Company, payment of any interest may be made by check mailed to the address of the person entitled thereto as such address appears in the security register) ("Paying Agent”"), where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “"Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued." includes

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of SecuritiesNotes, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment of principal, premium, if any, and interest thereon (“except that at the option of the Company, payment of any interest may be made by check mailed to the address of the person entitled thereto as such address appears in the security register) ("Paying Agent”"), where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “"Registrar” " includes any co-registrar; the term “"Paying Agent” " includes any additional paying agent; and the term “"Service Agent” " includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company Issuer shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands to or upon the Company Issuer in respect of the Securities of such Series and this Indenture may be served delivered (the “Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Issuer will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company Issuer shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company Issuer hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. The Company Issuer may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuer of its their obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service notice agent. The term “Registrar” includes any co-registrar; , the term “Paying Agent” includes any additional paying agent; agent and the term “Service Notice Agent” includes any additional service notice agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent. The Issuer hereby appoints appoint the Trustee the initial Registrar, Paying Agent and Service Notice Agent for each Series Series, unless another Registrar, Paying Agent or Service Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. (a) The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, maintain an office or agency where Securities Notes may be surrendered for registration of such Series transfer or for exchange (the “Registrar”) and, for so long as the Notes are listed on the Official List of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) and admitted for trading on the Global Exchange Market thereof and an office or agency, including in the United Kingdom, where Notes may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of . The Company shall also maintain a transfer or exchange agent (the “Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Transfer Agent”). The Registrar shall keep a register with respect to each Series the Notes and, together with the Transfer Agent, shall facilitate transfers and exchanges of Securities and to their transfer and exchangethe Notes on behalf of the Company. The Company will shall cause the details of any redemption, payment, purchase or cancellation hereunder to be entered in the records of the ICSDs. (b) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or any other agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar or Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. . (c) The Company may also from time to time designate one or more co-registrars, additional paying agents registrars or additional service agents Paying Agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Registrar and Paying Agent and Service Agent in each place so specified pursuant to this Section 2.2 for Securities of any Series for such purposes2.4. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent registrar or additional service agentPaying Agent. The term “Registrar” includes any co-registrar; registrar and the term “Paying Agent” includes any additional paying agent; . (d) The Company initially appoints the Trustee as the Registrar and Transfer Agent for the term “Service Agent” includes any additional service agentNotes. The Company hereby initially appoints The Bank of New York Mellon, London Branch, as the Trustee Paying Agent for the initial Notes pursuant to the Paying Agency Agreement (the “Initial Paying Agent”). The Notes may be presented for registration of transfer and exchange at the offices of the Registrar, which initially will be the Trustee’s Corporate Trust Office. The Company may change the Paying Agent, Registrar or Transfer Agent without prior notice to the Holders, and Service Agent for each Series unless another Registrar, the Company may act as Paying Agent or Service Registrar. (e) For so long as the Notes are listed on the Official List of Euronext Dublin and admitted for trading on the Global Exchange Market thereof and the rules of Euronext Dublin so require, the Company will publish a notice of any change of Paying Agent, as the case may be, is appointed prior Registrar or Transfer Agent to the time Securities extent and in the manner permitted by such rules, posted on the official website of that Series are first issuedEuronext Dublin (xxx.xxx.xx).

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“"Paying Agent”"), where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), ) and where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar or Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, registrars or additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Registrar and Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, registrar or additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; registrar and the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Registrar and Paying Agent and Service Agent for each Series unless another Registrar, Registrar or Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, maintain an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or for exchange (“"Registrar”"), an office or agency located in the Borough of Manhattan, City of New York, State of New York where Securities may be presented for payment ("Paying Agent") and an office or agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2. Neither the Company nor any Affiliate of the Company may act as Paying Agent. The Company may change any Paying Agent, Registrar or co-registrar without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places Place of Payment specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (the “Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided, however, that the Trustee shall not be deemed an agent of the Company for service of legal process. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company Issuer shall maintainmaintain an office or agency in the Borough of Manhattan, with respect to each Series City of SecuritiesNew York, at the place or places specified with respect to such Series pursuant to Section 2.2where Notes may be presented for registration (“ Registrar ”), an office or agency in the Borough of Manhattan, City of New York, where Securities of such Series Notes may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar“ Transfer Agent ”) and an office or agency in the Borough of Manhattan, City of New York, where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture Notes may be served presented for payment (“Service Agent“ Paying Agent ”). The Registrar shall keep a register with respect to each Series of Securities the Notes (“ Note Register ”) and to of their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands Issuer may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agentagents. The term “Registrar” includes any co-registrar; , the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agent; . The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. So long as any series of Notes is listed on an exchange and the term “Service Agent” includes rules of such exchange so require, the Issuer shall satisfy any additional service requirement of such exchange as to paying agents, registrars and transfer agents and shall comply with any notice requirements required by such exchange in connection with any change of paying agent, registrar or transfer agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company hereby (“ DTC ”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as Custodian with respect to the initial RegistrarGlobal Notes. The Issuer initially appoints Deutsche Bank Trust Company Americas to act as the Paying Agent, Paying Agent Registrar and Service Transfer Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedNotes.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.22.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (( “Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Registered Securities (the “Register”) and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided that the Corporate Trust Office shall not be an office or agency of the Company for the purpose of effecting service of legal process on the Company. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. The Company or any of its domestically organized Subsidiaries may act as Paying Agent, Registrar or Service Agent. So long as the Trustee is the Service Agent, no service of legal process on the Company may be made on the Service Agent. The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent acting hereunder. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Service Agent not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. The Company may remove any Registrar, Paying Agent or Service Agent for any Series of Securities upon written notice to such Registrar, Paying Agent or Service Agent and to the Trustee; provided, however, that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar, Paying Agent or Service Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that the Trustee shall serve as Registrar, Paying Agent or Service Agent, as the case may be, until the appointment of a successor in accordance with clause (1) above. The Registrar, Paying Agent or Service Agent may resign at any time upon written notice; provided, however, that the Trustee may resign as Paying Agent, Registrar or Service Agent only if the Trustee also resigns as Trustee in accordance with Section 7.08. Upon any Event of Default under Section 6.01(e) or (f), the Trustee shall automatically be the Paying Agent.

Registrar and Paying Agent. The Company Issuers shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company Issuers in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Issuers will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar or Paying Agent or Service Agent. If at any time the Company Issuers shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company Issuers hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. The Company Issuers may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuers of its their obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company Issuers hereby appoints appoint the Trustee the initial Registrar, Registrar and Paying Agent and the Issuers will serve as their own Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. (a) The Company shall maintain, with respect to each Series of Securitieswill keep, at an office or agency to be maintained by it in the place Borough of Manhattan, the City of New York, or places specified in any other office or agency of the Company in a Place of Payment, where Registered Warrants may be presented for registration or presented and surrendered for registration of transfer or of exchange (the “Registrar”), a security register for the registration and the registration of transfer or of exchange of the Registered Warrants (the registers maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Register”), as in this Agreement provided, which Register shall at all reasonable times be open for inspection by the Warrant Agent. Such Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. The Company may appoint one or more co-Registrars; the term “Registrar” includes any co-Registrar. The Company hereby appoints the Warrant Agent at its Corporate Trust Office as Registrar in connection with respect to the Warrants and this Agreement, until such Series pursuant to Section 2.2time as another Person is appointed as such. (b) The Company will maintain in each Place of Payment for any series of Warrants, an office or agency where Securities Warrants of such Series series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities Warrants of such Series series and this Indenture Agreement may be served (the “Service Paying Agent”). The Registrar shall keep So long as any Bearer Warrants of any series remain outstanding, the Company will maintain for such purposes one or more offices or agencies outside the United States in such city or cities specified pursuant to Section 3.01 and, if any Bearer Warrants are listed on a register with respect securities exchange that requires an office or agency for the payment of any amounts on such Bearer Warrants in a location other than the location of an office or agency specified pursuant to each Series of Securities Section 3.01, the Company will maintain for such purposes an office or agency in such location so long as any Bearer Warrants are listed on such securities exchange and to their transfer and exchangesuch exchange so requires. The Company will give prompt written notice to the Trustee Warrant Agent of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent office or Service Agent agency or shall fail to furnish the Trustee Warrant Agent with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, Warrant Agent (in the case of Registered Warrants) and at the principal London office of the Warrant Agent (in the case of Bearer Warrants). The Company hereby appoints the Trustee Warrant Agent at its Corporate Trust Office as its agent to receive all Paying Agent in connection with the Warrants and this Agreement, until such presentations, surrenders, notices and demands. time as another Person is appointed as such. (c) The Company may also from time to time designate one or more co-registrars, additional paying agents different or additional service agents offices or agencies where the Warrants of any series may be presented or surrendered for any or all of the purposes described in Sections 3.04(a) and 3.04(b) (in or outside of such Place of Payment), and may from time to time rescind any such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent described in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposesthe preceding paragraphs. The Company will give prompt written notice to the Trustee Warrant Agent of any such additional designation or rescission of designation and of any change in the name or address location of any such co-registrar, additional paying agent different or additional service agentoffice or agency. The term “Registrar” includes Company shall enter into an appropriate agency agreement with any co-registrar; Registrar or Paying Agent not a party to this Agreement. The agreement shall implement the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service provisions of this Agreement that relate to such agent. The Company hereby appoints shall notify the Trustee Warrant Agent of the initial Registrar, name and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, the Warrant Agent shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.02(a). The Company, the case Guarantor, or any Affiliate of the Company or the Guarantor may be, is appointed prior to the time Securities of that Series are first issuedact as Registrar or Paying Agent.

Registrar and Paying Agent. The Company Issuers shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands to or upon the Company Issuers in respect of the Securities of such Series and this Indenture may be served delivered (the “Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Issuers will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company Issuers shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the TrusteeTrustee located in Minneapolis, Minnesota, and the Company Issuers hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. The Company Issuers may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuers of its their obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service notice agent. The term “Registrar” includes any co-registrar; , the term “Paying Agent” includes any additional paying agent; agent and the term “Service Notice Agent” includes any additional service notice agent. The Company Partnership or any of its Affiliates may serve as Registrar or Paying Agent. The Issuers hereby appoints appoint the Trustee the initial Registrar, Paying Agent and Service Notice Agent for each Series Series, unless another Registrar, Paying Agent or Service Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company Partnership shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.22.02, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), ) and where Securities of such Series may be surrendered presented for registration of transfer or for exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Partnership will give prompt written notice to the Trustee of the name and address, and any change in the name or and address, of each Registrar, Registrar or Paying Agent or Service Agent. If at any time the Company Partnership shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands presentations or surrenders may be made or served at the Corporate Trust Office of the Trustee, and the Company Partnership hereby appoints the Trustee as its agent to receive all such presentations, presentations and surrenders, notices and demands. In no case will any service of legal process be made against the Partnership at the office of the Trustee. The Company Partnership may also from time to time designate one or more co-registrars, registrars or additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Partnership of its obligations to maintain a Registrar, Registrar or Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 2.02 for Securities of any Series for such purposes. The Company Partnership will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, registrar or additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; , and the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company Partnership hereby appoints the Trustee as the initial Registrar, Registrar and Paying Agent and Service Agent for each Series unless another Registrar, Registrar or Paying Agent or Service Agent, as the case may be, is appointed prior to the time the Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served delivered (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. (a) The Company shall maintain, with respect to each Series of Securities, at all times maintain in the place or places specified with respect to such Series pursuant to Section 2.2, continental United States an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or for exchange (the “Registrar”) ), and it shall likewise maintain an office or agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served presented for payment (the “Service Paying Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate have one or more co-registrars, registrars and one or more additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agentagents. The term “Registrar” includes any co-registrar; , and the term “Paying Agent” includes any such additional paying agent; and the term “Service Agent” includes any additional service agent. . (b) The Company hereby appoints or any of its Subsidiaries may act as Paying Agent, subject to the Trustee the initial provisions of Section 4.15, or as Registrar, Paying Agent and Service Agent for each Series unless another Registrar, . Any Paying Agent or Service AgentRegistrar may resign as such upon 30 days’ prior written notice to the Company and the Trustee; upon resignation of any Paying Agent or Registrar, the Company shall appoint a successor Paying Agent or Registrar, as the case may be, is appointed prior complying with the requirements of this Section 2.3, no later than 30 days thereafter and shall provide notice to the time Trustee of such successor Paying Agent or Registrar. (c) The Company initially appoints The Bank of New York Trust Company, N.A. as Registrar and Paying Agent for the Securities at its Corporate Trust Office. The place of that Series payment with respect to the Securities, in addition to the Corporate Trust Office of the Trustee, shall be New York, New York, and at such time, if ever, as the Securities are first issuedno longer represented by one or more Global Securities, the Company shall appoint and maintain a Paying Agent in New York, New York, the intention of the Company being that, after giving effect to the procedures of the Depositary respecting payments on Global Securities, the Securities shall at all times be payable in New York, New York. (d) The immunities, protections and exculpations available to the Trustee under this Indenture shall also be available to each Agent, and the Company’s obligations under Section 7.7 to compensate and indemnify the Trustee shall extend likewise to each Agent.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served delivered (“Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided, however, that any appointment of the Trustee as the Notice Agent shall exclude the appointment of the Trustee or any office of the Trustee as an agent to receive the service of legal process on the Company. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.term

Registrar and Paying Agent. The So long as Securities of any Series remain outstanding, the Company shall maintainagrees to maintain an office or agency in the Borough of Manhattan, with respect to each Series the City and State of Securities, at the New York (or any other place or places specified with respect to such Series pursuant to Section 2.22.02), an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered presented for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each office or agency, Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required office or agency, Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 2.02 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series maintain -------------------------- an office or agency where Debentures may be presented for registration of Securities, at transfer or for exchange (the place or places specified with respect to such Series pursuant to Section 2.2"Registrar"), an office or agency where Securities of such Series Debentures --------- may be presented or surrendered for payment (“the "Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”") and an office or agency where ------------ notices and demands to or upon the Company in respect of the Securities of such Series Debentures and this Indenture may be served served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Debentures and of their transfer and exchange (“Service Agent”the "Security Register"). The Registrar shall keep a register with respect to each Series of Securities Company may have one or more co- ----------------- Registrars and to their transfer and exchangeone or more additional Paying Agents. The Company will 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 that relate to such agent. The Company shall give prompt written notice to the Trustee of the name and address, address of any such agent and any change in the name or address, address of each such agent. If the Company fails to maintain a Registrar, Paying Agent or Service Agent. If at any time and/or agent for service of notices and demands, the Company Trustee shall fail to maintain any act as such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office and/or agent for service of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time remove any agent upon written notice to time designate one or more co-registrars, additional paying agents or additional service agents such agent and may from time to time rescind such designationsthe Trustee; provided, however, provided that no such designation or rescission removal shall in any manner relieve become effective until (i) the acceptance of an appointment by a successor agent to such agent as evidenced by an appropriate agency agreement entered into by the Company and such successor agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such agent until the appointment of its obligations to maintain a successor agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and Service Agent in each place so specified pursuant to Section 2.2 agent for Securities service of notice and demands. If, at any Series for such purposes. The Company will give prompt written notice time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of any such designation or rescission and of any change the Holders as they appear in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedSecurity Register.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“"Paying Agent”"), where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued."

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served delivered (“Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided, however, that any appointment of the Trustee as the Notice Agent shall exclude the appointment of the Trustee or any office of the Trustee as an agent to receive the service of legal process on the Company. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.relieve

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served delivered (“Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided, however, that any appointment of the Trustee as the Notice Agent shall exclude the appointment of the Trustee or any office of the Trustee as an agent to receive the service of legal process on the Company. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.manner

Registrar and Paying Agent. (a) The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, maintain an office or agency where Securities Notes may be surrendered for registration of such Series transfer or for exchange (the “Registrar”) and, for so long as the Notes are listed on the Official List of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) and admitted for trading on the Global Exchange Market thereof and an office or agency, including in the United Kingdom, where Notes may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of . The Company shall also maintain a transfer or exchange agent (the “Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Transfer Agent”). The Registrar shall keep a register with respect to each Series the Notes and, together with the Transfer Agent, shall facilitate transfers and exchanges of Securities and to their transfer and exchangethe Notes on behalf of the Company. The Company will shall cause the details of any redemption, payment, purchase or cancellation hereunder to be entered in the records of the ICSDs. (b) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or any other agent that is not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar or Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. . (c) The Company may also from time to time designate one or more co-registrars, additional paying agents registrars or additional service agents Paying Agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Registrar and Paying Agent and Service Agent in each place so specified pursuant to this Section 2.2 for Securities of any Series for such purposes2.4. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent registrar or additional service agentPaying Agent. The term “Registrar” includes any co-registrar; registrar and the term “Paying Agent” includes any additional paying agent; . (d) The Company initially appoints the Trustee as the Registrar and Transfer Agent for the term “Service Agent” includes any additional service agentNotes. The Company hereby initially appoints The Bank of New York Mellon, London Branch as the Trustee Paying Agent for the initial Notes pursuant to the Paying Agency Agreement (the “Initial Paying Agent”). The Notes may be presented for registration of transfer and exchange at the offices of the Registrar, which initially will be the Trustee’s Corporate Trust Office. The Company may change the Paying Agent, Registrar or Transfer Agent without prior notice to the Holders, and Service Agent for each Series unless another Registrar, the Company may act as Paying Agent or Service Registrar. (e) For so long as the Notes are listed on the Official List of Euronext Dublin and admitted for trading on the Global Exchange Market thereof and the rules of Euronext Dublin so require, the Company will publish a notice of any change of Paying Agent, as the case may be, is appointed prior Registrar or Transfer Agent to the time Securities extent and in the manner permitted by such rules, posted on the official website of that Series are first issuedEuronext Dublin (wxx.xxx.xx).

Registrar and Paying Agent. The Company shall maintain, with respect to each Series maintain an office or agency where Notes may be presented for registration of Securities, at transfer or for exchange (the place or places specified with respect to such Series pursuant to Section 2.2“Registrar”), an office or agency where Securities of such Series Notes may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and an office or agency where notices and demands to or upon the Company in respect of the Securities of such Series Notes and this Indenture may be served served, which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Notes and of their transfer and exchange (the “Service AgentNote Register”). The Registrar shall keep a register with respect to each Series of Securities Company may have one or more co-Registrars and to their transfer and exchangeone or more additional Paying Agents. The Company will 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 that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address, address of any such Agent and any change in the name or address, address of each Registrar, Paying Agent or Service such Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations fails to maintain a Registrar, Paying Agent and/or agent for service of notices and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to demands, the Trustee of any shall act as such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and/or agent for service of notices and Service demands, and shall be entitled to appropriate compensation in accordance with Section 7.07. The Company may remove any Agent upon 30 days written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company, or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for each Series unless another service of notice and demands. The Company initially appoints the Trustee as Registrar, Paying Agent or Service Agent, authenticating agent and agent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee at least ten (10) Business Days before each Interest Payment Date and at such other times as the case Trustee may bereasonably request, is appointed prior to the time Securities names and addresses of that Series are first issuedthe Holders as they appear in the Note Register, which list may conclusively be relied upon by the Trustee.

Registrar and Paying Agent. The Company shall maintainmaintain or cause to be maintained, with respect to each Series within or outside the State of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2New York, an office or agency where Securities the Debentures may be presented for registration of such Series transfer or for exchange ("Registrar"), a Paying Agent at whose office the Debentures may be presented or surrendered for payment (“Paying Agent”)payment, where Securities of such Series may be surrendered for registration of transfer and an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series Debentures and this Indenture may be served (“Service Agent”)served. The Registrar shall keep a register with respect to each Series (the "Register") of Securities the Debentures and to of their transfer and exchange. The Company will may have one or more co-Registrars and one or more additional Paying Agents. The term Registrar includes any additional registrar and the term Paying Agent includes any additional paying agent. The corporate office of the Trustee in New York, New York, shall initially be the Registrar for the Series A Debentures and agent for service of notice or demands on the Company, and the Trustee shall initially be the Paying Agent for the Series A Debentures. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar (if not the Company or the Trustee or an affiliate of the Trustee). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall give prompt written notice to the Trustee and to the Holders of the name and address, and any change in the name of location of such office or address, of each Registrar, Paying Agent or Service Agentagency. If at any time the Company shall fail to maintain or cause to be maintained any such required Registrar, Paying Agent office or Service Agent agency or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, Trustee set forth in Section 11.02 hereof. The Company shall notify the Trustee of the name and address of any such agent. If the Company hereby appoints fails to maintain a Registrar, Paying Agent or agent for service of notices or demands, the Trustee shall act as its such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company or any Affiliate of the Company may act Paying Agent, Registrar or co-Registrar or agent to receive all such presentations, surrenders, for service of notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Debentures may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee and to the Holders of any such designation or rescission and of any change in the name or address location of any such co-registrar, additional paying agent other office or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedagency.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at all times maintain in the place or places specified with respect to such Series pursuant to Section 2.2, continental United States an office or agency where Securities of such Series Notes may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or for exchange (the “Registrar”) ), and an office or agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture Notes may be served presented for payment (the “Service Paying Agent”). The Registrar shall keep a register with respect to each Series of Securities the Notes and to of their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate have one or more co-registrars, registrars and one or more additional paying agents or agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any such additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposespaying agent. The Company will give prompt written notice to the Trustee of any such designation co-registrar or rescission additional paying agents and of any change in the name or address of any such co-registrar, additional paying agent Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints or any of its Subsidiaries may act as Paying Agent, subject to the Trustee the initial Registrar, Paying Agent provisions of this Section 2.3 and Service Agent for each Series unless another Registrar, Section 4.13. Any Paying Agent or Service AgentRegistrar may resign as such upon 30 days’ prior written notice to the Company and the Trustee; upon resignation of any Paying Agent or Registrar, the Company shall appoint a successor Paying Agent or Registrar, as the case may be, is appointed prior complying with the requirements of this Section 2.3, no later than 30 days thereafter and shall provide notice to the Trustee of such successor Paying Agent or Registrar. If at any time Securities there shall be Notes outstanding that are not Global Notes and there shall be no Paying Agent with an office or agency in the City of New York, State of New York, where the Notes may be presented or surrendered for payment, the Company shall forthwith designate 40 US-DOCS\113440289.2 10018285.2 such a Paying Agent in order that Series are first issuedsuch Notes shall at all times be payable in the City of New York, the State of New York. The Company initially appoints Computershare Trust Company, N.A. as Registrar and Paying Agent for the Notes. The immunities, protections and exculpations available to the Trustee under this Indenture shall also be available to each Agent, and the Company’s obligations under Section 7.7 to compensate and indemnify the Trustee shall extend likewise to each Agent.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served delivered (“Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Notice Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.any

Registrar and Paying Agent. The Company shall maintain, with respect to each maintain an office or agency where Securities of any Series may be presented for registration of Securities, at the place transfer or places specified with respect to such Series pursuant to Section 2.2for exchange (“Registrar”), an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer and an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent office or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2 hereof. Neither the Company nor any Affiliate of the Company may act as Paying Agent. The Company may change any Paying Agent, Registrar or co-registrar without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company.

Registrar and Paying Agent. The Company Issuers shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands to or upon the Company Issuers in respect of the Securities of such Series and this Indenture may be served delivered (the “Service Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Issuers will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Notice Agent. If at any time the Company Issuers shall fail to maintain any such required Registrar, Paying Agent or Service Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company Issuers hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. The Company Issuers may also from time to time designate one or more co-registrars, additional paying agents or additional service notice agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuers of its their obligations to maintain a Registrar, Paying Agent and Service Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , and the term “Service Notice Agent” includes any additional service notice agent. The Company Issuers or any of their Affiliates may serve as Registrar or Paying Agent. The Issuers hereby appoints appoint the Trustee the initial Registrar, Paying Agent and Service Notice Agent for each Series Series, unless another Registrar, Paying Agent or Service Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each maintain for any Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, Securities (i) an office or agency where such Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency where notices and demands to or upon such Securities may be presented for payment (“Paying Agent”),and PROVIDED, that at the option of the Company in respect payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for the Securities of such Series and this Indenture may be served (“Service Agent”maintained by the Registrar). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-Registrars and one or more additional Paying Agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registraroffice, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee as set forth in Section 11.2 provided, however, that the Corporate Trust Office of the TrusteeTrustee shall not be a place of service of legal process on the Company. The Company or any of its Subsidiaries may also act as Paying Agent. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest and premium, if any, on, the Securities and hold it as a separate trust fund. The Company hereby appoints the Trustee as its agent may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrarsother offices or agencies where the Securities may be presented or surrendered for any or all such purposes, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 an office or agency for Securities of any Series for such purposes. The Company will hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall give prompt written notice to the Trustee of any such designation or rescission rescission, and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrarAgent. If the Company fails to maintain a Registrar or Paying Agent and demands, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; fails to give the term “Paying Agent” includes any additional paying agent; and foregoing notice, the term “Service Agent” includes any additional service agentTrustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Registrar and Paying Agent and Service Agent for each Series unless another Registrar, Registrar or Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to maintain in each Place of Payment for any Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, Securities (i) an office or agency where such Securities of such Series may be presented for registration of transfer or surrendered for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”), where Securities ) provided that at the option of such Series the Company payment of interest may be surrendered made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for registration of transfer the Securities maintained by the Registrar, and (iii) an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent office or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of and premium, if any, and interest on the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar or co-registrar without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrars, additional paying agents other offices or additional service agents agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registrar, Paying Agent and Service Agent an office or agency in each place so specified pursuant to Section 2.2 Place of Payment for Securities of any Series series for such purposes. The Company will shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company.

Registrar and Paying Agent. The Company Trust shall maintaincause a Paying Agent to maintain an office or agency where the Securities may be presented or surrendered for payment, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, maintain an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company Trust in respect of the Securities of such Series and this Indenture Trust Agreement may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of the Securities and to their transfer and exchange. The Company Trust will give prompt written notice to the Property Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company Trust shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Property Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Property Trustee, and the Company Trust hereby appoints the Property Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company Trust may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Trust of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Trust will give prompt written notice to the Property Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “"Registrar” " includes any co-registrar; the term “"Paying Agent” " includes any additional paying agent; and the term “"Service Agent” " includes any additional service agent. The Company Trust hereby appoints the Property Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedSecurities.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securitiesthe Notes, at the place or places specified with respect to such Series pursuant to Section 2.22.1.5, an office or agency where Securities of such Series the Notes may be presented or surrendered for payment (“"Paying Agent”"), where Securities of such Series the Notes may be surrendered for registration of transfer or exchange (“"Registrar”") and where notices and demands to or upon the Company in respect of the Securities of such Series Notes and this Indenture may be served (“"Service Agent”"). The Registrar shall keep a register with respect to each Series of Securities the Notes and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 2.1.5 for Securities of any Series the Notes for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “"Registrar” " includes any co-registrar; the term “"Paying Agent” " includes any additional paying agent; and the term “"Service Agent” " includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, the Notes. The Company hereby appoints DTC to act as the case may be, is appointed prior Depositary with respect to the time Securities of that Series are first issuedGlobal Notes.

Registrar and Paying Agent. The Company Issuers shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (the “Paying Agent”), ) and where Securities of such Series may be surrendered for registration of transfer or exchange (the “Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company Issuers will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Registrar or Paying Agent or Service Agent. If at any time the Company Issuers shall fail to maintain any such required Registrar, Registrar or Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices presentations and demands surrenders may be made or served at the Corporate Trust Office of the Trustee, and the Company Issuers hereby appoints appoint the Trustee as its their agent to receive all such presentations, presentations and surrenders, notices and demands. The Company Issuers may also from time to time designate one or more co-registrars, registrars or additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuers of its their obligations to maintain a Registrar, Registrar and Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company Issuers will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, registrar or additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; registrar and the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company Issuers or any of their Affiliates may serve as Registrar or Paying Agent. The Issuers hereby appoints appoint the Trustee the initial Registrar, Registrar and Paying Agent and Service Agent for each Series Series, unless another Registrar, Registrar or Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to maintain in each Place of Payment for any Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, Securities (i) an office or agency where such Securities of such Series may be presented for registration of transfer or surrendered for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”) (PROVIDED that the Company shall at all times maintain a Paying Agent in the continental United States, and PROVIDED, FURTHER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for the Securities maintained by the Registrar), where Securities of such Series may be surrendered for registration of transfer and (iii) an office or exchange (“Registrar”) and agency where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of the Securities and to of their transfer and exchange. The Company will may have one or more co-registrars and one or more additional paying agents. The Company shall give prompt written notice to the Trustee of the name and addresslocation, and any change in the name or addresslocation, of each Registrar, Paying Agent such office or Service Agentagency. If at any time the Company shall fail to maintain any such required Registraroffice, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office address of the Trustee, and the Company hereby appoints the Trustee as its agent set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the money held by it for the payment of principal of, and interest and premium, if any, on, the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar, co-registrar or any other Agent without notice to receive all such presentations, surrenders, notices and demandsany Securityholder. The Company may also from time to time designate one or more co-registrarsother offices or agencies where the Securities may be presented or surrendered for any or all such purposes, additional paying agents or additional service agents and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligations obligation to maintain a Registrar, Paying Agent and Service Agent an office or agency in each place so specified pursuant to Section 2.2 Place of Payment for Securities of any Series for such purposes. The Company will hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company shall give prompt written notice to the Trustee of any such designation or rescission rescission, and of any change in the location of any such other office or agency. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name or and address of any such co-registrar, additional paying agent Agent. If the Company fails to maintain a Registrar or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; , or agent for service of notices and demands, or fails to give the term “Service Agent” includes any additional service agentforegoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Registrar and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, maintain --------------------------- an office or agency where Securities of such Series each series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or for exchange (“the "Registrar”"), an office or agency --------- where Securities of each series may be presented for payment (the "Paying ------ Agent") and an office or agency where notices and demands to or upon the Company ----- in respect of the Securities of such Series each series and in respect of this Indenture with respect to Securities of each series may be served (“Service Agent”)served. The Registrar shall keep a register with respect to of the Securities of each Series series and of Securities and to their transfer and exchange. The Company will give prompt written notice may have one or more co-registrars and one or more additional paying agents or agents for service of notices and demands. The term "Paying Agent" includes any additional paying agent. Any agent appointed pursuant to this Section for service of notices and demands shall promptly forward to the Company any notices and demands received by it as such agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, co-registrar or agent for service of notices and demands not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address, and address of any change in such agent. If the name or address, of each Company fails to maintain a Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registraragent for service of notices and demands, Paying Agent or Service Agent or shall fail to furnish the Trustee with shall act as such (and the name and address thereof, such presentations, surrenders, for any presentation of Securities or service of notices and demands may shall be made or served at the Corporate Trust Office of the Trustee, ) and the Trustee shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company hereby appoints the Trustee or any of its U.S. incorporated Wholly Owned Subsidiaries may act as its Paying Agent, Registrar, co-registrar, transfer agent to receive all such presentations, surrenders, or agent for service of notices and demands. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve initially appoints the Company of Trustee at its obligations to maintain a Corporate Trust Office as Registrar, Paying Agent and Service Agent agent for service of notices and demands in each place so specified pursuant to Section 2.2 for connection with the Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series are first issuedseries.

Registrar and Paying Agent. The So long as Notes of any Series remain outstanding, the Company shall agrees to maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.22.02, an office or agency where Securities Notes of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities Notes of such Series may be surrendered presented for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities Notes of such Series and this Indenture may be served delivered (“Service Agent”). The Registrar shall keep a register with respect to each Series of Securities Notes and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided, however, that any appointment of the trustee as Service Agent shall exclude the appointment of the Trustee or any office of the Trustee as an agent to receive the service of legal process on the Company, which may instead be served at the address of the Company as set forth in Section 10.02. The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.2 2.02 for Securities Notes of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Service Agent” includes any additional service agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent. The Company hereby appoints the Trustee as the initial Registrar, Paying Agent and Service Agent for each Series unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities Notes of that Series are first issued. The rights, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to perform those duties expressly set out in this Indenture and shall have no implied duties.