Common use of Registrar and Paying Agent Clause in Contracts

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company may have 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Equipment (a) Notes may be presented or surrendered for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment (b) Notes may be presented or surrendered for payment (the "“Paying Agent"), ”) and an office or agency where (c) notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall cause in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Restricted Subsidiaries may act as its own Registrar or Paying Agent provided compliance with the proviso of the previous sentence. The Registrar shall keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register")exchange. The Company Company, upon notice to the Trustee, may have one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Paying AgentsAgent” includes any additional paying agent. The Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The , which agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee Trustee, in advance, of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Registersuch.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, and authenticating agentagent for service of notice and demands. If, at any time, 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, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder. At the option of the Company, payment of principal and interest may be made by check mailed to the address of the Holders as such address appears in the Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities 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 Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar or Paying 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 8.07. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "each, a “Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan and the City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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, 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 give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish, or cause to be furnished, to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register. At the option of the Company, payment of interest may be made by check mailed to the address of the Holders as such address appears in the Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "each, a “Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or or agent for service of notice notices and demands. The ; provided, however, that neither the Company, any Subsidiary of the Company or any Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Articles Eight or Nine hereof. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, where Equipment (a) Notes may be presented or surrendered for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment (b) Notes may be presented or surrendered for payment (the "“Paying Agent"), ”) and an office or agency where (c) notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall cause in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as its own Registrar or Paying Agent provided compliance with the proviso of the previous sentence. The Registrar shall keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register")exchange. The Company Company, upon notice to the Trustee, may have one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Paying AgentsAgent” includes any additional paying agent. The Company initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The , which agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee Trustee, in advance, of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Registersuch.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes Securities 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 Equipment Notes Securities and this Indenture may be 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 Equipment Notes Securities of each series and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided 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 the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Securities of each series held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes of each series may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes of each series and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided 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 Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. (a) The Company shall maintain Companies will keep, at an office or agency to be maintained by it in a Place of Payment where Equipment Notes Securities may be presented for registration or presented and surrendered for registration of transfer or of exchange, and where Securities of any series that are convertible or exchangeable may be surrendered for exchange conversion or exchange, as applicable (the "“Registrar"”), an a security register for the registration and the registration of transfer or of exchange of the Securities (the registers maintained in such office and in any other office or agency where Equipment Notes may be presented for payment (of the "Paying Agent"Companies in a Place of Payment being herein sometimes collectively referred to as the “Register”), and an office or agency where notices and demands to or upon the Company as in respect of the Equipment Notes and this Indenture may provided, which Register shall at all reasonable times be servedopen for inspection by the Trustee. 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 shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company Companies may have one or more additional Paying Agents. co-Registrars; the term “Registrar” includes any co-registrar. (b) The Company Companies shall enter into an appropriate agency agreement with any Agent Registrar or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company Companies shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails Companies fail to maintain a Registrar, Paying Agent and/or agent Registrar for service of notices and demandsany series, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuebe entitled to appropriate compensation therefor pursuant to Section 11.01. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Companies or any Affiliate of the Company their respective Affiliates thereof may act as Paying Agent, Registrar, and/or agent for service of notice and demands. co-Registrar or transfer agent. (c) The Company shall initially act as the Paying Agent. The Company initially appoints Companies hereby appoint the Trustee at its Corporate Trust Office as RegistrarRegistrar in connection with the Securities and this Indenture, Paying Agent and authenticating agent. If, at any time, the Trustee until such time as another Person is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times appointed as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Registersuch.

Registrar and Paying Agent. The Company LNR shall maintain an office or agency (which shall be located in the Borough of Manhattan in the City of New York, State of New York) where Equipment (a) Notes may be presented or surrendered for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment (b) Notes may be presented or surrendered for payment (the "“Paying Agent"), ”) and an office or agency where (c) notices and demands to or upon the Company LNR in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register")exchange. The Company LNR may have one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Paying Agent” includes any additional Paying AgentsAgent. The Company LNR may act as its own Paying Agent, except that for the purposes of payments on the Notes pursuant to Section 4.14, neither LNR nor any Affiliate of LNR may act as Paying Agent. If LNR elects to act as its own paying agent, LNR will notify the Trustee of its election and will hold for the benefit of the Holders all assets for the payment of principal of premium, if any, or interest on, the Notes. LNR shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The , which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Company LNR shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails LNR shall fail to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuesuch. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company LNR initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. Ifagent for service of demands and notices in connection with the Notes, at any time, until such time as the Trustee is not has resigned or a successor has been appointed. Any of the Registrar, the Registrar shall make available Paying Agent or any other agent may resign upon 30 days’ notice to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterLNR.

Registrar and Paying Agent. The Company shall maintain in New York, New York an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities 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 Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar or Paying 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any of its wholly owned Subsidiaries organized in the United States may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 ss. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "each, a “Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York, in Luxembourg and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities 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 Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar, co registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the each, a "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York, in Luxembourg and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be servedpresented for payment. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Notes Register"”). The Company Issuer may have one or more co-registrars and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying 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 Agentagent. The Company Issuer shall give prompt written notice to notify the Trustee in writing of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company Issuer fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Issuer initially appoints DTC to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Notes. The Company Issuer may remove change any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuer and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 ss. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount at maturity of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities of any Series may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency located in the Borough of Manhattan, City of New York, State of New York where Equipment Notes Securities 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 Equipment Notes Securities and this Indenture may be servedserved ("Service Agent"). The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company 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 location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee as set forth in Section 10.2. Neither the Company nor any Affiliate of the Company may act as Paying AgentsAgent. The Company may change any Paying Agent, Registrar or co-registrar without notice to any Securityholder. The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of 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 give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a RegistrarRegistrar or Paying Agent, Paying Agent and/or or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuesuch. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially hereby appoints the Trustee as the initial Registrar, Paying Agent and authenticating agentService 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. If, at any time, The Company hereby initially designates the Corporate Trust Office of the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at as such other times as the Trustee may reasonably request, the names and addresses office of the Holders as they appear in the Equipment Note RegisterCompany.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be servedpresented for payment. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Notes Register"”). The Company may have one or more co‑registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co‑registrar. The Company shall advise the Paying Agent in writing five Business Days prior to any interest payment date of any Additional Interest payable pursuant to the Registration Rights Agreement. The Company shall enter into an appropriate agency agreement with any Registrar or Paying 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 Agentagent. The Company shall give prompt written notice to notify the Trustee in writing of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Guarantor may act as Paying Agent, Registrar or transfer agent. The Company initially appoints U.S. Bank National Association as Registrar, Paying Agent and/or agent and Transfer Agent for service of notices and demands for so long as such failure shall continuethe Notes. The Company may remove change any Agent without prior notice to the Holders, but upon written notice to such Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written 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 provisoabove. The Company or Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided 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 Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain -------------------------- an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes Securities --------- 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 Equipment Notes Securities and this Indenture may be 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 Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The ----------------- Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective -------- until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any domestically organized Wholly Owned Restricted Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agentagent for service of notice and demands. If, at any time, 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 (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Date regular record date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount at maturity of Securities held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Company shall appoint the Trustee to act as, and the Trustee shall act as as, such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company hereby initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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. If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration, registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), and an office or agency where notices and demands to or upon which shall be in the Company in respect Borough of the Equipment Notes and this Indenture may be servedManhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes Registered Securities and of their registration, transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more additional Paying AgentsAgents or transfer agents with respect to any series. 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 and the Trust Indenture Act that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the name or address of such an Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuesuch. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate affiliate of the Company may act as Paying Agent, Agent or Registrar, and/or agent for service ; provided that neither the Company nor an affiliate of notice and demands. The the Company shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Securities or the discharge of this Indenture under Article 8. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agentAuthenticating Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before ten days prior to each Interest Payment Date interest payment date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "each, a “Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company Issuer in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and any other jurisdiction where the Issuer deems necessary or appropriate. The Company Issuer shall cause the Registrar acting as agent of the Issuer to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company Issuer may have one or more co-Registrars and one or more additional Paying Agents. The Company Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company Issuer shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company Issuer fails to maintain a Registrar, Paying Agent and/or or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or or agent for service of notices and demands for so long as such failure shall continue. The Company Issuer may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuer and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Issuer, any Subsidiary of the Issuer or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or or agent for service of notice notices and demands; provided, however, that neither the Issuer, any Subsidiary of the Issuer or any Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Notes or the discharge of this Indenture under Article Eight hereof. The Company shall initially act as the Paying Agent. The Company Issuer initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided 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 Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------- demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be ----------------- in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company or any Affiliate of the Company any of them may act as Paying Agent, Registrar or Co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any co-Registrar. 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided 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 Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for 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 all Holders and shall otherwise comply with TIA Section 312(a). If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish, or cause to be furnished, to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities 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 Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar. The term "Paying AgentsAgent" includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar or Paying 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, 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 and/or agent for service of notices or Registrar. The Company initially appoints the Trustee as Registrar and demands for so long as such failure shall continuePaying Agent in connection with the Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided PROVIDED, HOWEVER, 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 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company initially appoints DTC to act as Depositary with respect to the Global Notes. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register (the “Notes Register”) of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Notes Custodian with respect to the Global Notes. The Company may remove any Registrar or Paying Agent upon five Business Days’ prior written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the if applicable, acceptance of an appointment by a successor Agent to such Agent Registrar or Paying Agent, as the case may be, as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agentand the Trustee; provided, Registrarhowever, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as that the Trustee may reasonably request, resign as Paying Agent or Registrar only if the names and addresses of the Holders Trustee also resigns as they appear Trustee in the Equipment Note Registeraccordance with Section 7.08.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities 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 Equipment Notes and this Indenture may be served. The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York, and the Company initially designates as Registrar and Paying Agent the Trustee acting through The Bank of New York Mellon at 000 Xxxxxxx Xxxxxx, 7 East, New York, NY 10286, Attention: Corporate Trust. The Registrar shall keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Securities Register"”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueco registrar or transfer agent. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or successor Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company FelCor LP shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company FelCor LP in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company FelCor LP shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company FelCor LP may have one or more co-Registrars and one or more additional Paying Agents. The Company FelCor LP 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 FelCor LP shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company FelCor LP fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company FelCor LP may remove any Agent upon 30 days prior 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 FelCor LP 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 Except with respect to Article Eight, FelCor, FelCor LP, any Subsidiary of FelCor or FelCor LP, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company FelCor LP initially appoints the Trustee U.S. Bank National Association as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration registration, regis tration of transfer or for exchange (the "RegistrarREGISTRAR"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying AgentPAYING AGENT"), and an office or agency where notices and demands to or upon which shall be in the Company in respect Borough of the Equipment Notes and this Indenture may be servedManhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Equipment Notes Registered Securities and of their registration, transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Company may have one or more additional Paying AgentsAgents or transfer agents with respect to any series. 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 and the Trust Indenture Act that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the name or address of such an Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuesuch. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate affiliate of the Company may act as Paying Agent, Agent or Registrar, and/or agent for service ; provided that neither the Company nor an affiliate of notice and demands. The the Company shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Securities or the discharge of this Indenture under Article 8. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agentAuthenticating Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before ten days prior to each Interest Payment Date interest payment date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities of any Series may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency located in the Borough of Manhattan, City of New York, State of New York where Equipment Notes Securities 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 Equipment Notes Securities and this Indenture may be servedserved (“Service Agent”). The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company 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 location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee as set forth in 10.2. Neither the Company nor any Affiliate of the Company may act as Paying AgentsAgent. The Company may change any Paying Agent, Registrar or co-registrar without notice to any Securityholder. The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of 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 give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a RegistrarRegistrar or Paying Agent, Paying Agent and/or or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuesuch. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially hereby appoints the Trustee as the initial Registrar, Paying Agent and authenticating agentService 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. If, at any time, The Company hereby initially designates the Corporate Trust Office of the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at as such other times as the Trustee may reasonably request, the names and addresses office of the Holders as they appear in the Equipment Note RegisterCompany.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or more co-Registrars and one or more additional Paying Agents. The term "Registrar" includes any co-Registrar. 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for 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 all Holders and shall otherwise comply with TIA Section 312(a). If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish, or cause to be furnished, to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Company shall appoint the Trustee to act as, and the Trustee shall act as as, such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.this

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount at maturity of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain in New York, New York an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities 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 Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Securities Register"). The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying AgentsAgent" includes any additional paying agent and the term "Registrar" includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar or Paying 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any of its wholly owned Subsidiaries organized in the United States may act as Paying Agent, Registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain maintain, with respect to each Series of Securities, at the place or places specified with respect to such Series pursuant to Section 2.02, an office or agency where Equipment Notes Securities of such Series may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes Securities of such 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 Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register with respect to each Series of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent and the term “Registrar” includes any co-registrars. The Company hereby 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. The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Significant Subsidiaries may act as Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueor Registrar. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i1) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii2) notification to the Trustee that the Trustee shall serve as such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i1) of this provisoabove. The Company Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any timetime upon written notice; provided, the Trustee is not the Registrarhowever, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as that the Trustee may reasonably request, resign as Registrar or Paying Agent only if the names and addresses of the Holders Trustee also resigns as they appear Trustee in the Equipment Note Registeraccordance with Section 7.08.

Registrar and Paying Agent. The Company shall maintain an --------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), Agent and an --------- office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security -------- Register"). The Company 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 agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent agent upon written notice to such Agent agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent agent to such Agent agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent agent until the appointment of a successor Agent agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company, any Subsidiary of the Company or any Affiliate of the Company any of them may act as Paying Agent, Registrar or Co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency in the City of New York where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Transfer Agent") and for the registration of such transfer or exchange (the "Registrar", which term shall include acting in the capacity of Transfer Agent), an office or agency in the City of New York where Equipment Notes Securities 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 Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event any series of Securities is listed on the Luxembourg Stock Exchange, in Luxembourg with respect to such series. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act . A. Luxembourgeoise as the Paying Transfer Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. Ifagent for service of notice and demands in Luxembourg, at any timeKredietbank S.A. Luxembourgeoise, 00, Xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx; Attention: Corporate Trust Department. 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 ss. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Securities held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as -29- 35 Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for 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 Section 312(a). If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before Trustee, as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), and . The Company will appoint an office or agency agent for service where notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co-registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement agreement, with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and the relevant terms of this Indenture and shall not be inconsistent with 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Registrar or Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueAgent. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement agreement, entered into by the Company and such successor Agent and delivered to the Trustee Trustee, which shall incorporate the terms of the TIA and the relevant terms of this Indenture and shall not be inconsistent with this Indenture 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 Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, RegistrarRegistrar or co-registrar, and/or or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Registrar and Paying Agent and authenticating agentAgent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and in Luxembourg. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands and The Bank of New York (Luxembourg) as Paying Agent, Registrar and Transfer Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register. At the option of the Company, payment of interest may be made by check mailed to the address of the Holders as such address appears in the Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 ss. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentAgents"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided 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 the Company any of them may act as Paying Agent, Registrar or Co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying AgentPAYING AGENT"), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying AgentsAgent" includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, 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 in either the United States or Mexico may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent and/or agent for service of notices and demands for so long in connection with the Securities. The Company initially appoints The Depository Trust Company to act as such failure shall continueDepositary with respect to the Global Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, 40 49 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 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice given to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available least ten Business Days prior to the Trustee on or before each Interest Payment Date and at effectiveness of such other times as resignation; provided, however, that the Trustee may reasonably request, resign as Paying Agent or Registrar only if the names and addresses of the Holders Trustee also resigns as they appear Trustee in the Equipment Note Registeraccordance with Section 7.08.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent agent upon written notice to such Agent agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent agent to such Agent agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent agent until the appointment of a successor Agent agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency in Toronto where Equipment Notes Debentures may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency in Toronto where Equipment Notes Debentures may be presented for payment (the "“Paying Agent"), ”) and an office or agency in Toronto where notices and demands to or upon the Company or Guarantor in respect of the Equipment Notes Debentures and this Indenture may be served, which shall be in the Province of Ontario, City of Toronto. The Company shall cause the Registrar to keep a register of the Equipment Notes Debentures and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Except in the case of a defeasance of the Company’s obligations in accordance with Article Eight, the Company, any Subsidiary of the Company or any Affiliate of the Company any of them may act as Paying Agent, Registrar or Co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, Administrative Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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. If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Debentures held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment (which shall be located in the Borough of Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment (b) Notes may be presented or surrendered for payment (the "Paying Agent"), ) and an office or agency where (c) notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register")exchange. The Company Company, upon prior written notice to the Trustee, may have one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term "Paying Agent" includes any additional Paying AgentsAgent. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The , which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee Trustee, in advance, of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such such. The Paying Agent or Registrar may resign upon 30 days written notice to the Company and the Trustee, provided that a replacement Paying Agent or Registrar, as the case may be, has been duly appointed and has agreed to act as such, or that the Trustee has assumed the duties of the Paying Agent and/or agent for service of notices and demands for so long or the Registrar, as such failure shall continuethe case may be. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to agreement by 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 Upon the occurrence of an Event of Default described in Section 6.01(6) or (7), the Trustee shall, or upon the occurrence of any Affiliate other Event of Default by notice to the Company may act as Company, the Registrar and the Paying Agent, Registrarthe Trustee may, and/or agent for service assume the duties and obligations of notice the Registrar and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Registerhereunder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment (which shall be located in the Borough of Manhattan in the City of New York, State of New York) where (a) Notes may be presented or surrendered for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment (b) Notes may be presented or surrendered for payment (the "Paying Agent"), ) and an office or agency where (c) notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register")exchange. The Company Company, upon prior written notice to the Trustee, may have one or more co-Registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term "Paying Agent" includes any additional Paying AgentsAgent. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The , which agreement shall incorporate the provisions of the TIA and implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to notify the Trustee Trustee, in advance, of the name and address of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such such. The Paying Agent or Registrar may resign upon 30 days written notice to the Company and the Trustee, provided that a replacement Paying Agent or Registrar, as the case may be, has been duly appointed and has agreed to act as such, or that the Trustee has assumed the duties of the Paying Agent and/or agent for service of notices and demands for so long or the Registrar, as such failure shall continuethe case may be. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Upon the occurrence of an Event of Default described in Section 6.01(6) or (7), the Trustee shall, or upon the occurrence of any Affiliate other Event of Default by notice to the Company may act as Company, the Registrar and the Paying Agent, Registrarthe Trustee may, and/or agent for service assume the duties and obligations of notice the Registrar and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Registerhereunder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes Securities may be presented for payment (the "“Paying Agent"), Agents”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and in Luxembourg. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Security Register"”). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Securities or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands and Bankers Trust Luxembourg S.A. as Paying Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be ----------------- in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Payment Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes -------------------------- Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency --------- where Equipment Notes Securities 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 Equipment Notes Securities and this Indenture may be 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 Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in ----------------- written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any domestically organized Wholly Owned Restricted Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agentagent for service of notice and demands. If, at any time, 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 TIAss.312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Date regular record date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount at maturity of Securities held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in The City of Buffalo, New York. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent agent upon written notice to such Agent agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent agent to such Agent agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent agent until the appointment of a successor Agent agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Equipment Notes of each series may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company Issuer in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company Issuer shall cause the Registrar to keep a register of the Equipment Notes of each series and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Company Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Issuer may have one or more co-Registrars and one or more additional Paying Agents. The Company Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company Issuer shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company Issuer fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company Issuer may remove any Agent upon written notice to such Agent and the Trustee; provided 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 Issuer and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Issuer, any Subsidiary of the Issuer, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company Issuer initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Issuer shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes Securities 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 Equipment Notes Securities and this Indenture may be 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 Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The ----------------- Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the -------- acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any domestically organized Wholly Owned Restricted Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agentagent for service of notice and demands. If, at any time, 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 (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Date regular record date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount at maturity of Securities held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), and . The Company will appoint an office or agency agent for service where notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co-registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement agreement, with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and the relevant terms of this Indenture and shall not be inconsistent with 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Registrar or Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueAgent. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement agreement, entered into by the Company and such successor Agent and delivered to the Trustee Trustee, which shall 30 25 incorporate the terms of the TIA and the relevant terms of this Indenture and shall not be inconsistent with this Indenture 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 Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, RegistrarRegistrar or co-registrar, and/or or agent for service of notice and demands. The Company shall initially act appoints the Trustee as the Registrar and Paying Agent. The Company initially appoints CT Corporation System as the Trustee as Registrar, Paying Agent agent for service of notice and authenticating agentdemands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company Obligors shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company Obligors in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company Obligors shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Obligors may have one or more co-Registrars and one or more additional Paying Agents. The Company Obligors 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 Obligors shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails Obligors fail to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company Obligors may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Obligors 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 Company, TWT, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall Obligors initially act as the Paying Agent. The Company initially appoints appoint the Trustee as Registrar, Paying Agent Agent, and authenticating agentagent for service of notice and demands. If, at any time, 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'SS' 312(a). If the Trustee is not the Registrar, the Registrar Obligors shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder. At the option of the Company, payment of principal and interest may be made by check mailed to the address of the Holders as such address appears in the Security Register.

Registrar and Paying Agent. (a) The Company shall will maintain an office or agency where Equipment Notes Securities may be presented for registration, registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes Securities 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 Equipment Notes Securities and this Indenture may be served. The Company shall cause the Registrar to will keep a register of the Equipment Notes Registered Securities and the Holders thereof and of their the Registered Securities’ registration, transfer and exchange (the "Equipment Note “Security Register"”). The Company may have appoint one or more co-registrars and one or more additional Paying Agents. The Company, any Subsidiary of the Company or any Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar, or agent for service of notices and demands; provided that neither the Company, any Subsidiary of the Company or any Affiliate of any of them shall act as Paying Agent in connection with the defeasance of the Securities or the discharge of this Indenture under Article VIII hereof. The Company initially appoints the Trustee as Registrar, Paying Agent, Calculation Agent and agent for service of notices and demands. 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 and the TIA that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the name or address of such an Agent. If the Company fails to maintain a Registrar, Paying Agent and/or or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or . (b) Prior to due presentment for the registration of a transfer of any Affiliate of Registered Security, the Trustee, any Agent and the Company may act deem and treat the Person in whose name such Registered Security is registered as Paying Agentthe absolute owner of such Registered Security for the purpose of receiving payment of principal of and interest on such Registered Security and for all other purposes, Registrarand none of the Trustee, and/or agent for service of notice and demands. The any Agent or the Company shall initially act be affected by notice to the contrary. (c) The Trustee, any Agent and the Company may treat the bearer of any Unregistered Security and the bearer of any coupon as the Paying Agent. The absolute owner of such Unregistered Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Unregistered Security or coupon be overdue, and none of the Trustee, any Agent or the Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available be affected by notice to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Registercontrary.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency in the City of New York where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "“Transfer Agent”) and for the registration of such transfer or exchange (the “Registrar"”, which term shall include acting in the capacity of Transfer Agent), an office or agency in the City of New York where Equipment Notes Securities 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 Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event any series of Securities is listed on the Luxembourg Stock Exchange, in Luxembourg with respect to such series. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent, Authenticating Agent and authenticating agent. Ifagent for service of notice and demands and Kredietbank S.A. Luxembourgeoise as Transfer Agent, Paying Agent and agent for service of notice and demands in Luxembourg, at any timeKredietbank S.A. Luxembourgeoise, 00, Xxxxxxxxx Xxxxx, X-0000 Xxxxxxxxxx; Attention: Corporate Trust Department. 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, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Securities held by each Holder.

Registrar and Paying Agent. The Company Issuers shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"), ”) and an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"”), . The Issuers shall cause each of the Registrar and the Paying Agent to maintain such an office or agency where notices and demands to or upon within the Company in respect of the Equipment Notes and this Indenture may be servedUnited States. The Company Registrar shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company Issuers may have one registrar and one or more additional Paying Agentspaying agents. The Company term “Paying Agent” includes any additional paying agent. The Issuers 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 Agentagent. The Company Issuers shall give prompt written notice to notify the Trustee in writing of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails Issuers fail to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company, QS Wholesale or any of the Company’s Wholly Owned Subsidiaries that is a Domestic Subsidiary may act as Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueor Registrar. The Company Issuers initially appoint the Trustee as Notes Custodian, Registrar and Paying Agent for the Notes. The Issuers may remove any Notes Custodian, Registrar or Paying Agent upon written notice to such Notes Custodian, Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Issuers and such successor Agent Notes Custodian, 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 such Notes Custodian, Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Notes Custodian, Registrar or any Affiliate of the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, may resign at any time, the Trustee is not the Registrar, the Registrar shall make available time upon written notice to the Trustee on or before each Interest Payment Date Issuers and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of 35 29 the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Sec. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes Securities 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 Equipment Notes Securities and this Indenture may be 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 Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 Such 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuenecessary. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall -------------------------- maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may --------- be presented for payment (the "Paying Agent"), ) and an office or agency where ------------ notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for 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 (S) 312(a). If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be ----------------- in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount at maturity of Notes held by each Holder.

Registrar and Paying Agent. The Company Issuer shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes Securities may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company Issuer in respect of the Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company Issuer shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Company Issuer may have one or more co- Registrars and one or more additional Paying Agents. The Company Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company Issuer shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company Issuer fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuecontinue and shall be entitled to compensation therefor pursuant to Section 7.07. The Company Issuer may remove any Agent upon written notice to such Agent and the Trustee; provided 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 Issuer and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Issuer, any Subsidiary of the Issuer, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company ; PROVIDED, HOWEVER, that neither the Issuer, a Subsidiary of the Issuer nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Securities or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for 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 ss.312(a). If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company 29 in respect of the Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event the Securities are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuecontinue and shall be entitled to compensation therefor pursuant to Section 7.07. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Securities or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for 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 ss.312(a). If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent, authenticating Agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), ) and an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), and . The Company will appoint an office or agency agent for service where notices and demands to or upon the Company in respect of the Equipment Notes Securities and this Indenture may be served. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one or more co - registrars and one or more additional Paying Agents. The Company shall enter into an appropriate agency agreement agreement, with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA and the relevant terms of this Indenture and shall not be inconsistent with 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrar, Registrar or Paying Agent and/or agent for service of notices and demands for so long as such failure shall continueAgent. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement agreement, entered into by the Company and such successor Agent and delivered to the Trustee Trustee, which shall incorporate the terms of the TIA and the relevant terms of this Indenture and shall not be inconsistent with this Indenture 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 Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, RegistrarRegistrar or co - registrar, and/or or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Registrar and Paying Agent and authenticating agentAgent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office one or agency more offices or agencies where Equipment Notes may be presented for registration of transfer or for exchange (each a "Transfer Agent" and such Transfer Agent in the Borough of Manhattan, The City of New York, the "Registrar"), an office one or agency more offices or agencies where Equipment Notes may be presented for payment (the each a "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, one of which in each case shall be in the Borough of Manhattan, The City of New York and, so long as the Notes are listed on the Luxembourg Stock Exchange, one of which shall be in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company may have one Security Register shall be in written form or more additional Paying Agentsany other form capable of being converted into written form within a reasonable time. 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, RegistrarRegistrar or Transfer Agent, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 ss. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an -------------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), and an Agent")an office or agency where notices and demands to ------------ or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register ----------------- shall be in written form or other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), Agents”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, the City of New York and any other jurisdiction where the Company deems necessary or appropriate. The Company shall cause the Registrar acting as agent of the Company to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment “Note Register"”). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice notices and demands. The ; provided, however, that neither the Company, a Subsidiary of the Company nor an Affiliate of any of them shall initially act as Paying Agent in connection with the Paying Agentdefeasance of the Notes or the discharge of this Indenture under Article Eight. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notices and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register.

Registrar and Paying Agent. The Company Obligors shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company Obligors in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York. The Company Obligors shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Company Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Obligors may have one or more co-Registrars and one or more additional Paying Agents. The Company Obligors 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 Obligors shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company fails Obligors fail to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company Obligors may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Obligors 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 Company, TWT, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall Obligors initially act as the Paying Agent. The Company initially appoints appoint the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 'SS' 312(a). If the Trustee is not the Registrar, the Registrar Obligors shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain ---------------------------------- an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be --------- presented for payment (the "Paying Agent"), ) and an office or agency where ------------ notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The ----------------- Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying PAYING Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in Boston, Massachusetts and so long as the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 ss. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency in the City of New York where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Transfer Agent") and for the registration of such transfer or exchange (the "Registrar", which term shall include acting in the capacity of Transfer Agent), an office or agency in the City of New York where Equipment Notes Securities 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 Equipment Notes Securities and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event any series of Securities is listed on the Luxembourg Stock Exchange, in Luxembourg with respect to such series. The Company shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act . A. Luxembourgeoise as the Paying Transfer Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. Ifagent for service of notice and demands in Luxembourg, at any timeKredietbank S.A. Luxembourgeoise, 43, Boulevard Royal, L-2955 Luxembourg; Attention: Corporate Trusx Xxxxxxxxxx. Xxx Xxxxxxx xxxxx xxxxxxve 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 ss. 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Securities held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register"). The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this EXHIBIT 4.17 proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish, or cause to be furnished, to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Register. At the option of the Company, payment of interest may be made by check mailed to the address of the Holders as such address appears in the Note Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Company 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 agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent agent upon written notice to such Agent agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent agent to such Agent agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent agent until the appointment of a successor Agent agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company Holdings shall maintain an office or agency where Equipment Notes Securities may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes Securities may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company Holdings in respect of the Equipment Notes Securities and this Indenture may be served. The Company Holdings shall cause the Registrar to keep a register of the Equipment Notes Securities and of their transfer and exchange (the "Equipment Note Security Register"). The Company Holdings may have one or more co-registrars and one or more additional Paying Agents. The Company shall Holdings may 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 Holdings shall give prompt written notice to the Trustee of the name and address of any such Agent and any change in the address of such Agent. If the Company Holdings fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continue. The Company Holdings may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company Holdings 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 Holdings, any Subsidiary of Holdings, or any Affiliate of the Company any of them may act as Paying Agent, Registrar, and/or agent for service of notice and demandsRegistrar or co-registrar. The Company shall initially act as the Paying Agent. The Company Holdings initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company may have one or 31 42 more co-Registrars and one or more additional Paying Agents. The Company or any of its Subsidiaries or any Affiliate of each may act as Paying Agent or Registrar. 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, the Trustee is not the Registrar, the Registrar Company shall make available furnish, or cause to be furnished, to the Trustee on or at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note Security Register. At the option of the Company, payment of interest may be made by check mailed to the address of the Holders as such address appears in the Security Register. The Trustee shall act as the Paying Agent for any Offer to Purchase.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "RegistrarREGISTRAR"), an office or agency where Equipment Notes may be presented for payment (the "Paying AgentPAYING AGENT"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note RegisterSECURITY REGISTER"). The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided 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 Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably request, require of the names and addresses of Holders, including the Holders as they appear in the Equipment Note Registeraggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an -------------------------- office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented --------- for payment (the "Paying Agent"), ) and an office or agency where notices and ------------ demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, in the event the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register ----------------- shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Company shall appoint the Trustee to act as, and the Trustee shall act as as, such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company hereby initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, 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 (S) 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "“Registrar"”), an office or agency where Equipment Notes may be presented for payment (the "“Paying Agent"), ”) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes and of their transfer and exchange (the "Equipment Note “Security Register"”). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Company shall be deemed to appoint the Trustee to act as, and the Trustee shall act as as, such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company hereby initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes may be presented for registration of transfer or for exchange (the "Registrar"), ”) and an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"”), and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served. The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in New York, New York. The Registrar shall keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Register")exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying AgentsAgent” includes any additional paying agent, and the term “Registrar” includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar or Paying 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 Agentagent. The Company shall give prompt written notice to notify the Trustee of the name and address of any each such Agent and any change in the address of such Agentagent. If the Company fails to maintain a Registrar, Registrar or Paying Agent and/or agent for service of notices and demandsAgent, the Trustee shall act as such Registrarand shall be entitled to appropriate compensation therefor pursuant to Section 7.7. Any of the Company’s Restricted Subsidiaries organized in the United States may act as Paying Agent, Registrar or transfer agent. The Trustee will initially act as Registrar and Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuethe Notes. The Company may remove any Registrar or Paying Agent without notice to any Holder upon written notice to such Registrar or Paying Agent and to the Trustee; provided provided, however, that no such removal shall become effective until (i) the acceptance of an any appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent 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 such Registrar or Paying Agent until the appointment of a successor Agent in accordance with clause (i) of this provisoabove. The Company Registrar or Paying Agent may resign at any Affiliate of time upon written notice to the Company may act as Paying Agent, Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent and authenticating agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee on or before each Interest Payment Date and at such other times as the Trustee may reasonably request, the names and addresses of the Holders as they appear in the Equipment Note RegisterTrustee.

Registrar and Paying Agent. The Company shall maintain an office or agency in The City of New York and, for so long as the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg where Equipment Notes may be presented for registration of transfer or for exchange (collectively, the "Registrar"), an office or agency in The City of New York, in the City of London, United Kingdom and, for so long as the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be served, which shall be in the Borough of Manhattan, The City of New York and, for so long as the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg. The Company shall cause the Registrar to keep a register of the Equipment Notes and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar, co-Registrar, and/or agent for service of notice and demands. The Company shall initially act . A. Luxembourgeoise as the Registrar, Paying AgentAgent and agent for service of notice and demands in Luxembourg. The Company initially appoints the Trustee as Registrar, Euro Paying Agent as Paying Agent with respect to the European 144A Global and authenticating agentRegulation S Global. If, at any time, 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 Section 312(a). If the Trustee is not the Registrar, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.

Registrar and Paying Agent. The Company shall maintain an office or agency where Equipment Notes of each series may be presented for registration of transfer or for exchange (the "Registrar"), an office or agency where Equipment Notes may be presented for payment (the "Paying Agent"), ) and an office or agency where notices and demands to or upon the Company in respect of the Equipment Notes and this Indenture may be 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 Equipment Notes of each series and of their transfer and exchange (the "Equipment Note Security Register"). The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. The Company 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 of any such Agent and any change in the address of such Agent. If the Company fails to maintain a Registrar, Paying Agent and/or agent for service of notices and demands, the Trustee shall act as such Registrar, Paying Agent and/or agent for service of notices and demands for so long as such failure shall continuedemands. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company Company, any Subsidiary of the Company, or any Affiliate of the Company any of them may act as Paying Agent, Registrar or co-Registrar, and/or agent for service of notice and demands. The Company shall initially act as the Paying Agent. The Company initially appoints the Trustee as Registrar, Paying Agent Agent, authenticating agent and authenticating agentagent for service of notice and demands. If, at any time, 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, the Registrar Company shall make available furnish to the Trustee on or before as of each Interest Payment Regular Record Date and at such other times as the Trustee may reasonably request, request the names and addresses of the Holders as they appear in the Equipment Note Security Register, including the aggregate principal amount of Notes held by each Holder.