Common use of Registrar, Transfer Agent and Paying Agent Clause in Contracts

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers in respect of the Notes may be served. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them acts. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers nor any of their Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuers hereby initially appoint the Trustee, at the address set forth in Section 12.02(a) as Registrar and as Transfer Agent and Paying Agent. Subject to any applicable laws and regulations, the Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, provided that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight ‎‎Eight and Sections 4.09 ‎‎4.09 and 4.11‎‎4.11. The Issuers Issuer hereby initially appoint appoints (i) U.S. Bank National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107 (the Trustee“Principal Paying Agent”) and (ii) U.S. Bank National Association, located at the address set forth in Section 12.02(a) 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as Transfer the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to ‎‎Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, provided that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight ‎‎Eight and Sections 4.09 ‎‎4.09 and 4.11‎‎4.11. The Issuers Issuer hereby initially appoint appoints (i) U.S. Bank Trust Company, National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107 (the Trustee“Principal Paying Agent”) and (ii) U.S. Bank Trust Company, National Association, located at the address set forth in Section 12.02(a) 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as Transfer the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to ‎‎Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Company in respect of the Notes may be served. The Issuers Company shall maintain a Transfer Agent and Paying Agent in Atlanta, Georgia. The Company may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents Agents. The Company or approve a change any or its Subsidiaries incorporated in the office through which any of them acts. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Affiliates United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Company nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11Article 8. The Issuers For the purposes of this Section 2.3, the Company hereby initially appoint the Trusteeappoints U.S. Bank National Association, located at the address set forth in Section 12.02(a) 0000 Xxxx Xxxxxxxxx Xxxxxx, XX Xxxxx 0000 Xxxxxxx, XX 00000, as Registrar and as Transfer Agent and Paying AgentAgent in New York, New York and agent for service of notices and demands in connection with the Notes. Subject to any applicable laws and regulations, the Issuers Company shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Company shall provide for the registration of ownership, exchange, exchange and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers Issuer shall notify the Trustee in writing of the name maintain a Transfer Agent and address of any Transfer Agent, Paying Agent in New York, New York. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars not a party to this Indenture. If the Issuers fail to appoint and one or maintain another entity as Registrar or more additional Paying Agent, the Trustee shall act as suchAgents. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three 3 and Eight 8 and Sections 4.09 and 4.11. The Issuers Issuer hereby initially appoint appoints the Trusteeoffice of Deutsche Bank Trust Company Americas in New York, New York located at the address set forth in Section 12.02(a13.02(a) as Registrar Paying Agent in New York, New York and as Transfer Agent and Paying AgentRegistrar. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change Agents. The Transfer Agent shall be appointed for record keeping purposes for so long as any Notes are represented by Registered Notes held by the Trustee and all transfers of interests in the office Notes, shall be effected through which any of them actsthe Registrar. The Issuers Issuer shall notify maintain a Transfer Agent in the Trustee in writing of the name and address of any United States. The Issuer may appoint one or more Transfer AgentAgents, Paying Agent one or more co-Registrars not a party to this Indenture. If the Issuers fail to appoint and one or maintain another entity as Registrar or more additional Paying Agent, the Trustee shall act as suchAgents. The Issuers Guarantor or any of their Affiliates its Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Guarantor nor any of their Affiliates its Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Article Three, Article Eight and Sections 4.09 4.11 and 4.114.15 of this Indenture. The Issuers Issuer hereby initially appoint appoints (i) the Trusteeoffice of GLAS Americas LLC, located at the address set forth in Section 12.02(a) 14.02, as Registrar and as Transfer Agent and (ii) Global Loan Agency Services Limited, located at the address set forth in Section 14.02 as Paying Agent in London, United Kingdom. Global Loan Agency Services Limited hereby accepts such appointment. The Paying Agent, Registrar and Transfer Agent and any authenticating agent are collectively referred to in this Indenture as the “Agents”. Each such Agent hereby accepts such appointments. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent's obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed before the deadlines referred to in this Indenture or otherwise required by the Paying Agent. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep and maintain a register (the “Security Register”) at its corporate trust office in whichoffice, subject to such reasonable regulations it may prescribe, reflecting the Issuers names and addresses of the Holders and their ownership amounts of the Notes outstanding from time to time and of their transfer and exchange. Without prejudice to the generality of the foregoing, the Registrar shall provide for enter in the Security Register: (a) the name and address of each Holder, (b) the date of registration of ownershipeach Holder in the Security Register, exchange(c) the principal amount of each Note held by a Holder, (d) the date on which a person ceased to be a Holder, and transfer (e) the type of the Notesa Note held by a Holder. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes, and no notations shall be made on any certificated Note reflecting any increases or decreases therein. Included in the books and records for the Notes shall be notations as to whether such any Registered Notes have been paid, exchanged or transferred, canceledmarked down, cancelled, lost, stolen, mutilated or destroyed and whether such any Registered Notes have been replaced. In the case of the replacement of any of the Registered Notes, the Registrar shall keep a record of the Registered Note so replaced and the Registered Note issued in replacement thereof. In the case of the cancellation of any of the Registered Notes, the Registrar shall keep a record of the Registered Note so canceled cancelled and the date on which such Registered Note was canceledcancelled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co- Registrar not a party to this Indenture, as necessary. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Company in respect of the Notes may be served. The Issuers Company shall maintain a Transfer Agent and Paying Agent in New York, New York. The Company may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents Agents. The Company or approve a change any or its Subsidiaries incorporated in the office through which any of them acts. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Affiliates United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Company nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11Article 8. The Issuers For the purposes of this Section 2.3, the Company hereby initially appoint the Trusteeappoints U.S. Bank National Association located at 000 Xxxx Xxxxxx, at the address set forth in Section 12.02(a) 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services, as Registrar and as Transfer Agent and Paying AgentAgent in New York, New York and agent for service of notices and demands in connection with the Notes. Subject to any applicable laws and regulations, the Issuers Company shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Company shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office offices or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, provided that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuers Issuer hereby initially appoint appoints (i) U.S. Bank Trust Company, National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107 as Principal Paying Agent (the Trustee“Principal Paying Agent”), (ii) U.S. Bank Trust Company, National Association, located at the address set forth in Section 12.02(a00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Registrar, and (iii) U.S. Bank Trust Company, National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Transfer Agent. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as Transfer the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, provided that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuers Issuer hereby initially appoint appoints (i) U.S. Bank National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107 (the Trustee“Principal Paying Agent”) and (ii) U.S. Bank National Association, located at the address set forth in Section 12.02(a) 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as Transfer the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain an office or agency where Securities may be presented or surrendered for the registration of the Notes and of their transfer or for exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”"REGISTRAR"), an office or agency where the Notes Securities may be transferred or exchanged (the "TRANSFER AGENT"), an office or agency where Securities may be presented for payment (the “Paying Agent”"PAYING AGENT") and an office or agency where notices or demands to or upon the Issuers Company in respect of the Notes Securities may be served. The Issuers Company may appoint one or more Transfer Agents, have one or more co-Registrars Registrars, one or more Transfer Agents and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or term "Paying Agent, the Trustee shall act as such. The Issuers or " includes any of their Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers nor any of their Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuers hereby initially appoint the Trustee, at the address set forth in Section 12.02(a) as Registrar and as Transfer Agent and additional Paying Agent. Subject to any applicable laws and regulations, the Issuers Company shall cause the Registrar to keep a register (the “Security Register”"SECURITY REGISTER") at its corporate trust office Corporate Trust Office in which, subject to such reasonable regulations it may prescribe, the Issuers Company shall provide for the registration of ownership, exchange, and transfer of the NotesSecurities. Such registration in the Security Register shall be conclusive evidence of the ownership of NotesSecurities. Included in the books and records for the Notes Securities shall be notations as to whether such Notes Securities have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes Securities have been replaced. In the case of the replacement of any of the NotesSecurities, the Registrar shall keep a record of the Note Security so replaced and the Note Security issued in replacement thereof. In the case of the cancellation of any of the NotesSecurities, the Registrar shall keep a record of the Note Security so canceled and the date on which such Note Security was canceled. The Company shall enter into an appropriate written agency agreement with any Agent not a party to this Indenture, which shall incorporate the terms of the TIA. Each 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. The Company may change an Agent without prior notice to the Holders. In the event that there is a change in the address of an Agent or if the Company changes an Agent, the Company shall promptly notify the Holders in writing. If the Company fails to maintain a Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Company initially appoints the Trustee as Registrar, Transfer Agent and Paying Agent in connection with the Securities.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers Issuer shall notify the Trustee in writing of the name maintain a Transfer Agent and address of any Transfer Agent, Paying Agent in New York, New York. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars not a party to this Indenture. If the Issuers fail to appoint and one or maintain another entity as Registrar or more additional Paying Agent, the Trustee shall act as suchAgents. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three 3 and Eight 8 and Sections 4.09 and 4.11. The Issuers Issuer hereby initially appoint appoints the Trusteeoffice of Deutsche Bank Trust Company Americas in New York, New York located at the address set forth in Section 12.02(a) 13.02 as Registrar Paying Agent in New York, New York and as Transfer Agent and Paying AgentRegistrar. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers Issuer shall notify the Trustee in writing of the name maintain a Transfer Agent and address of any Transfer Agent, Paying Agent in New York, New York. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars not a party to this Indenture. If the Issuers fail to appoint and one or maintain another entity as Registrar or more additional Paying Agent, the Trustee shall act as suchAgents. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, provided that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuers Issuer hereby initially appoint appoints the Trusteeoffice of Deutsche Bank Trust Company Americas in New York, New York located at the address set forth in Section 12.02(a13.02(a) as Registrar Paying Agent in New York, New York and as Transfer Agent and Paying AgentRegistrar. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers Issuer shall notify the Trustee in writing of the name maintain a Transfer Agent and address of any Transfer Agent, Paying Agent in New York, New York. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars not a party to this Indenture. If the Issuers fail to appoint and one or maintain another entity as Registrar or more additional Paying Agent, the Trustee shall act as suchAgents. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuers Issuer hereby initially appoint appoints the Trusteeoffice of Deutsche Bank Trust Company Americas in New York, New York located at the address set forth in Section 12.02(a13.02(a) as Registrar Paying Agent in New York, New York and as Transfer Agent and Paying AgentRegistrar. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of for their transfer or exchange (the “Registrar”), an office or agency where the Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer shall maintain a Transfer Agent and Paying Agent in New York, New York. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three 3 and Eight 8 and Sections 4.09 4.9 and 4.11. The Issuers Issuer hereby initially appoint appoints the Trusteeoffice of the Trustee in the Borough of Manhattan in New York, at the address set forth in Section 12.02(a) New York as Registrar and as Registrar, Transfer Agent and Paying AgentAgent and agent for service of notices and demands in connection with the Notes. The address for such office shall initially be U.S. Bank National Association, Global Corporate Trust Services, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: FTS International, Inc. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. If the Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, such agreement shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers in respect of the Notes may be served. The Issuers shall maintain a Transfer Agent and Paying Agent in the United States. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them acts. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as suchAgents. The Issuers or any of their Affiliates Subsidiaries incorporated in the United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11Article 8. The For the purposes of this Section 2.3, the Issuers hereby initially appoint the Trustee, located at the address set forth in Section 12.02(a) Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, as Registrar and as Transfer Agent and Paying AgentAgent in New York, New York and agent for service of notices and demands in connection with the Notes; provided nothing herein shall constitute the Trustee as an agent for service of process. Subject to any applicable laws and regulations, the Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers shall provide for the registration of ownership, exchange, exchange and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers in respect of the Notes may be served. The Issuers shall maintain a Transfer Agent and Paying Agent in Atlanta, Georgia. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them acts. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as suchAgents. The Issuers or any of their Affiliates Subsidiaries incorporated in the United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11Article 8. The For the purposes of this Section 2.3, the Issuers hereby initially appoint the TrusteeU.S. Bank Trust Company, National Association, located at the address set forth in Section 12.02(a) Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000-0000, as Registrar and as Transfer Agent and Paying AgentAgent in New York, New York and agent for service of notices and demands in connection with the Notes. Subject to any applicable laws and regulations, the Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers shall provide for the registration of ownership, exchange, exchange and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Company in respect of the Notes may be served. The Issuers Company shall maintain a Transfer Agent and Paying Agent in New York, New York. The Company may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents Agents. The Company or approve a change any or its Subsidiaries incorporated in the office through which any of them acts. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Affiliates United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Company nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11Article Eight. The Issuers Company hereby initially appoint the Trusteeappoints HSBC Bank USA, National Association located at the address set forth in Section 12.02(a12.2(a) as Registrar and as Transfer Agent and Paying AgentAgent in New York, New York and agent for service of notices and demands in connection with the Notes. Subject to any applicable laws and regulations, the Issuers Company shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Company shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Company in respect of the Notes may be served. The Issuers Company shall maintain a Transfer Agent and Paying Agent in New York, New York. The Company may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents Agents. The Company or approve a change any or its Subsidiaries incorporated in the office through which any of them acts. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Affiliates United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Company nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three Article 8. For the purposes of this Section 2.3, the Company hereby appoints Branch Banking and Eight and Sections 4.09 and 4.11. The Issuers hereby initially appoint the TrusteeTrust Company, located at the address set forth in Section 12.02(a) 000 Xxxx Xxxx Xxxxxx, Wilson, North Carolina 27893, as Registrar and as Transfer Agent and Paying AgentAgent in New York, New York and agent for service of notices and demands in connection with the Notes. Subject to any applicable laws and regulations, the Issuers Company shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Company shall provide for the registration of ownership, exchange, exchange and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers in respect of the Notes may be served. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them acts. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers nor any of their Affiliates shall act as Paying Agent for the purposes of Articles Three 3 and Eight 8 and Sections 4.09 and 4.11. The Issuers hereby initially appoint the Trustee, at the address set forth in Section 12.02(a) ), as Registrar and as Transfer Agent and Paying Agent. Subject to any applicable laws and regulations, the Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Company in respect of the Notes may be served. The Issuers Company may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them acts. The Issuers Company shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Company or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Company nor any of their Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuers Company hereby initially appoint appoints the Trustee, at the address set forth in Section 12.02(a) 14.02(a), as Registrar and as Transfer Agent and Paying Agent. Subject to any applicable laws and regulations, the Issuers Company shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuers Company shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers Issuer shall notify the Trustee in writing of the name maintain a Transfer Agent and address of any Transfer Agent, Paying Agent in New York, New York. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars not a party to this Indenture. If the Issuers fail to appoint and one or maintain another entity as Registrar or more additional Paying Agent, the Trustee shall act as suchAgents. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three 3 and Eight 8 and Sections 4.09 and 4.11. The Issuers Issuer hereby initially appoint appoints the Trusteeoffice of Deutsche Bank Trust Company Americas in New York, New York located at the address set forth in Section 12.02(a13.02(a) as Registrar Paying Agent in New York, New York and as Transfer Agent Registrar, and Paying Agentas agent for service of notices and demands in connection with the Notes. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of for their transfer or exchange (the “Registrar”), an office or agency where the Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer shall maintain a Transfer Agent and Paying Agent in New York, New York. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three 3 and Eight 8 and Sections 4.09 4.9 and 4.11. The Issuers Issuer hereby initially appoint appoints the Trusteeoffice of the Trustee in the Borough of Manhattan in New York, at the address set forth in Section 12.02(a) New York as Registrar and as Registrar, Transfer Agent and Paying AgentAgent and agent for service of notices and demands in connection with the Notes. The address for such office shall initially be U.S. Bank National Association, Global Corporate Trust Services, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: FTS International, Inc. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which, following the effectiveness of a Registration Statement pursuant to the Contingent Registration Rights Agreement, shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers in respect of the Notes may be served. The Issuers shall maintain a Transfer Agent and Paying Agent in the United States. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them acts. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as suchAgents. The Issuers or any of their Affiliates Subsidiaries incorporated in the United States may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11Article 8. The For the purposes of this Section 2.3, the Issuers hereby initially appoint the Trustee, located at the address set forth in Section 12.02(a) 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx #0, 0xx Xxxxx, Xxxxxx, Xxxxx Xxxxxxxx 00000, as Registrar and as Transfer Agent and Paying AgentAgent in New York, New York and agent for service of notices and demands in connection with the Notes; provided nothing herein shall constitute the Trustee as an agent for service of process. Subject to any applicable laws and regulations, the Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers shall provide for the registration of ownership, exchange, exchange and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of the Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. Any such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers shall notify the Trustee in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, provided that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuers Issuer hereby initially appoint appoints (i) U.S. Bank National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as principal paying agent (the Trustee“Principal Paying Agent”), (ii) U.S. Bank National Association, located at the address set forth in Section 12.02(a00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Registrar, and (iii) U.S. Bank National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Transfer Agent. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as Transfer the “Agents.” The roles, duties and functions of the Agents are of a mechanical nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers in respect of the Notes may be served. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them acts. The Issuers shall notify the Trustee and the Notes Administrator in writing of the name and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee Notes Administrator shall act as such. The Issuers or any of their Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers nor any of their Affiliates shall act as Paying Agent for the purposes of Articles Three 3 and Eight 8 and Sections 4.09 and 4.11. The Issuers initially appoint American Stock Transfer & Trust Company, LLC to act as Depositary with respect to the Global Notes. The Issuers hereby initially appoint the TrusteeNotes Administrator, at the address set forth in Section 12.02(a) as Registrar and as Transfer Agent and Paying Agent, and to act as custodian with respect to the Global Notes. Subject to any applicable laws and regulations, the Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers in respect of the Notes may be served. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers shall notify the Trustee in writing of the name maintain a Transfer Agent and address of any Transfer Agent, Paying Agent in New York, New York. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars not a party to this Indentureand one or more additional Paying Agents. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers An Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, provided that neither the Issuers nor any of their Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuers hereby initially appoint the Trusteeoffice of Wilmington Savings Fund Society, FSB in New York, New York located at the address set forth in Section 12.02(a13.02(a) as Registrar Paying Agent in New York, New York and as Transfer Agent and Paying AgentRegistrar. Subject to any applicable laws and regulations, the Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “"Registrar”"), an office or agency where Notes may be transferred or exchanged (the “"Transfer Agent”"), an office or agency where the Notes may be presented for payment (the “"Paying Agent”") and an office or agency where notices or demands to or upon the Issuers Issuer in respect of the Notes may be served. The Issuers Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers Issuer shall notify the Trustee in writing of the name maintain a Transfer Agent and address of any Transfer Agent, Paying Agent or co-Registrars not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agentin New York, the Trustee shall act as suchNew York. The Issuers Issuer any or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuers Issuer nor any of their its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuers Issuer hereby initially appoint appoints the Trustee, office of The Bank of New York in the Borough of Manhattan located at the address set forth in Section 12.02(a13.02(a) as Registrar and as Transfer Agent and Paying Agent. Subject to any applicable laws and regulations, the Issuers Issuer shall cause the Registrar to keep a register (the “"Security Register”") at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which, following the effectiveness of a Registration Statement pursuant to the Registration Rights Agreement, shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 of this Indenture.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuers in respect of the Notes may be served. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents or approve a change in the office through which any of them actsAgents. The Issuers shall notify the Trustee in writing of the name maintain a Transfer Agent and address of any Transfer Agent, Paying Agent in New York, New York. The Issuers may appoint one or more Transfer Agents, one or more co-Registrars not a party to this Indentureand one or more additional Paying Agents. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers An Issuer or any of their its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, provided that neither the Issuers nor any of their Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 4.09, 4.11 and 4.114.21. The Issuers hereby initially appoint the Trusteeoffice of Wilmington Savings Fund Society, FSB in New York, New York located at the address set forth in Section 12.02(a13.02(a) as Registrar Paying Agent in New York, New York and as Transfer Agent and Paying AgentRegistrar. Subject to any applicable laws and regulations, the Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.