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

Registrar, Paying Agent and Transfer Agent. The Company shall maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one or more Paying Agents where Notes may be presented for payment. Offices or agencies of the Paying Agent for the Notes shall be maintained in London, England. The Company shall also maintain a Registrar with offices in Frankfurt, Germany and a transfer agent (the “Transfer Agent”) in London, England. The Registrar, acting as agent of the Company solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, shall act as such. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. Each of Euroclear and Clearstream shall act as a Depositary with respect to the Global Notes. Citibank Europe plc will act as Common Depositary for the Global Notes on behalf of Euroclear and Clearstream. The Company initially appoints, upon the terms and subject to the conditions of this Indenture, Citibank, N.A., London Branch to act as the Principal Paying Agent and the Transfer Agent and Citigroup Global Markets Europe AG to act as the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the 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, cancelled, 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 cancelled and the date on which such Note was cancelled. The Company 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 Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company 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 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the Notes are listed on the official list of the Exchange and traded on the Euro MTF Market and the rules and regulations of the Exchange so require, the Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar, Paying Agent and Transfer Agent. (a) The Company Issuer shall maintain offices an office or agencies agency where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one ), an office or more Paying Agents agency where Notes may be presented for payment. Offices payment (“Paying Agent”) and an office or agencies of the Paying Agent agency where Notes may be presented for the Notes shall be maintained in London, England. The Company shall also maintain a Registrar with offices in Frankfurt, Germany and a transfer agent (the “Transfer Agent”) in London, England). The Registrar, acting as agent of the Company solely for this purpose, Registrar shall keep a register of the Notes and of their transfer and exchange. The Company Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company Issuer shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, Trustee shall act as such. The Issuer, the Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, Subsidiaries may act as Paying AgentAgent or Registrar in respect of the Notes. (b) The Issuer initially appoints Elavon Financial Services DAC to act as the Registrar, Paying Agent and Transfer Agent or Registrar. Each of Euroclear and Clearstream shall to act as a Depositary custodian with respect to the Global Notes. Citibank Europe plc will Elavon Financial Services DAC hereby agrees to act at its specified office as Common Depositary for Registrar, Paying Agent and Transfer Agent in relation to the Global Notes on behalf Notes, including, inter alia, completing, authenticating, holding and delivering Notes, in accordance with the provisions of Euroclear this Indenture and Clearstream. The Company initially appoints, upon the terms and subject to the conditions of contained in this Indenture, Citibank, N.A., London Branch . (c) Upon written notice to act as the Principal Paying Agent and the Transfer Agent and Citigroup Global Markets Europe AG to act as the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the 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, cancelled, 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 cancelled and the date on which such Note was cancelled. The Company 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 Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company 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 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent, the Issuer may change the Paying Agent, Registrar or Transfer Agent without prior notice to the Holders. The Paying Agent, Transfer Agent or Registrar may resign its appointment hereunder at any time by giving to the Issuer not less than 60 days’ written notice to that effect, which notice shall expire not less than 30 days before or after any due date for any payments in respect of any Notes. For so long as the Notes are listed on the official list Official List of the Luxembourg Stock Exchange and traded admitted for trading on the Euro MTF Market and the rules and regulations of the Luxembourg Stock Exchange so require, the Company shall provide Issuer will publish a notice of any change of the Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Luxembourg or, to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the post such notice to be posted on the official website of the Luxembourg Stock Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy (xxx.xxxxxx.xx). Notwithstanding anything to the Trustee. Payment contrary in this Section 2.03(c), no such termination of principal the appointment of, or resignation by, the Paying Agent, Transfer Agent or Registrar shall be take effect until a successor has been appointed on terms approved by the Issuer or the Issuer has otherwise approved such resignation without a successor being appointed. (d) Notwithstanding any other provisions of this section 2.03, the appointment of the Paying Agent, Transfer Agent or Registrar shall forthwith terminate if at any time such Paying Agent, Transfer Agent or Registrar becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of it or of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made upon the surrender for its winding up or dissolution, or if a receiver, administrator or other similar official of Definitive Notes at the office it or of all or any substantial part of its property is appointed, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, or if any public officer takes charge or control of such Paying Agent. In , Transfer Agent or Registrar or its property or affairs for the case purpose of a transfer of a Definitive Note in partrehabilitation, upon surrender of conservation, administration or liquidation or there occurs any analogous event under any applicable law. (e) On the Definitive Note date on which any such termination or resignation takes effect, the Paying Agent, Transfer Agent or Registrar shall (i) pay to be transferred, a Definitive Note shall be issued or to the transferee order of its successor (or, if none, the Issuer) any amounts held by it in respect of the principal amount transferred Notes which have become due and a Definitive Note payable but which have not been presented for payment; and (ii) deliver to its successor (or, if none, the Issuer or as the Issuer may direct) all records maintained by it, pursuant hereto. Following such termination or resignation and pending such payment and delivery, the Paying Agent, Transfer Agent or Registrar shall hold such amounts, records and documents in trust for and subject to the order of its successor or, as the case may be, the Issuer. (f) Any corporation into which any Paying Agent, Transfer Agent or Registrar may be merged or converted or any corporation with which such Paying Agent, Transfer Agent or Registrar may be consolidated or any corporation resulting from any merger, conversion or consolidation to which such Paying Agent, Transfer Agent or Registrar shall be issued a party, or any corporation, including affiliated corporations, to which the Paying Agent, Transfer Agent or Registrar shall sell or otherwise transfer: (i) all or substantially all of its assets or (ii) all or substantially all of its corporate trust business shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the transferor extent permitted by any applicable laws, be the successor Paying Agent, Transfer Agent or Registrar under this Indenture without any further formality, and after such effective date all references in this Indenture to such Paying Agent, Transfer Agent or Registrar shall be deemed to be references to such corporation. Notice of any such merger, conversion, consolidation or transfer shall forthwith be given by the Paying Agent, Transfer Agent or Registrar to the Issuer and the Trustee. (g) The Paying Agent, Transfer Agent or Registrar may change its specified office to another office in London at any time by giving to the Issuer and the Trustee not less than 60 days’ prior written notice to that effect, which notice shall expire not less than 30 days before or after any due date for any payments in respect of any Notes, and which notice shall specify the balance address of the principal amount of new specified office and the transferred Definitive Note at date upon which such change is to take effect. (h) The Issuer undertakes to indemnify and hold harmless, the office of any Paying Agent, Transfer Agent, Registrar and each of its respective directors, officers, employees or agents (each an “Indemnified Party”) on demand by such Indemnified Party against any losses, liabilities, costs, fees, expenses, claims, actions, damages or demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing and the properly incurred fees and expenses of legal advisers) which such Indemnified Party may incur or which may be made against it, as a result of or in connection with the appointment or the exercise of or performance of its powers and duties under this Indenture, except such as may result from its own gross negligence, willful misconduct or fraud or that of its directors, officers, employees or agents. The obligations indemnity contained in this Section 2.03(h) shall survive the termination and expiry of the Agents are several and not jointthis Indenture.

Registrar, Paying Agent and Transfer Agent. The Company shall maintain offices an office or agencies agency where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one an office or more Paying Agents agency where Notes may be presented for payment. Offices or agencies of the payment (“Paying Agent for the Notes shall be maintained in London, EnglandAgent”). The Company shall also maintain a Registrar with offices in Frankfurt, Germany and a transfer agent (the “Transfer Agent”) in London, England. The Registrar, acting as agent of the Company solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Agent or Registrar or Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, Trustee shall act as such. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. Each of Euroclear and Clearstream shall The Company initially appoints The Depository Trust Company (“DTC”) to act as a Depositary with respect to the Global Notes. Citibank Europe plc will act as Common Depositary for the Global Notes on behalf of Euroclear and Clearstream. The Company initially appoints, upon appoints the terms and subject to the conditions of this Indenture, Citibank, N.A., London Branch to act as the Principal Paying Agent and the Transfer Agent and Citigroup Global Markets Europe AG Trustee to act as the Registrar, Transfer Agent and Paying Agent and to act as Custodian with respect to the Global Notes. Each None of the Trustee, the Registrar, the Paying Agent hereby accepts such appointments. Subject or Transfer Agent shall have any responsibility or obligation to any applicable laws and regulationsbeneficial owner of an interest in a Global Note, any Agent or other member of, or a participant in, DTC or other Person with respect to the Company shall cause accuracy of the Registrar records of DTC or any nominee or participant or member thereof, with respect to keep a register any ownership interest in the Notes or with respect to the delivery to any Agent or other participant, member, beneficial owner or other Person (other than DTC) of any notice or the “Register”payment of any amount or delivery of any Notes (or other security or property) at its office in which, subject under or with respect to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration All notices and communications to be given to the Holders and all payments to be made to Holders in the Register shall be conclusive evidence respect of the ownership of Notes. Included in the books and records for the Notes shall be notations as given or made only to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated upon the order of the registered Holders (which shall be DTC or destroyed and whether such Notes have been replaced. In its nominee 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 cancelled and the date on which such Note was cancelledGlobal Note). The Company rights of beneficial owners in any Global Note shall enter into an appropriate agency agreement with any be exercised only through DTC, subject to its applicable rules and procedures. The Trustee, Registrar, Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee Transfer Agent may appoint a suitably qualified and reputable party to act as such conclusively rely and shall be entitled fully protected in relying upon information furnished by DTC with respect to appropriate compensation therefor pursuant to Section 7.07its Agents and other members, participants and any beneficial owners. Upon notice to Neither the Trustee, Trustee nor the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the Notes are listed on the official list of the Exchange and traded on the Euro MTF Market and the rules and regulations of the Exchange so require, the Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent shall have any obligation or duty to the Exchange. To the extent monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or Indirect Participants in any Global Note) other than to require delivery of such certificates and in the manner permitted by such rulesother documentation or evidence as are expressly required by, and to do so if and when expressly required by, the Company will request terms of this Indenture, and to examine the notice same to be posted on determine substantial compliance as to form with the official website of the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not jointexpress requirements hereof.

Registrar, Paying Agent and Transfer Agent. The Company Issuer shall maintain offices an office or agencies agency where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one ), an office or more Paying Agents agency where Notes may be presented for payment. Offices payment (“Paying Agent”) and an office or agencies of the Paying Agent agency where Notes may be presented for the Notes shall be maintained in London, England. The Company shall also maintain a Registrar with offices in Frankfurt, Germany and a transfer agent or exchange (the “Transfer Agent”) in London, England). The Registrar, acting as agent of the Company solely for this purpose, Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Company Issuer may appoint one or more co-registrars and one or more additional paying agents or transfer agents. The term “Registrar” includes any co-registrar and registrar, the term “Paying Agent” includes any additional paying agent and the term “Transfer Agent” includes any additional transfer agent. The Company Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company Issuer shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company Issuer fails to appoint or maintain another entity as Registrar Registrar, Paying Agent or Transfer Agent, the Trustee shall act as such Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, shall act as suchTransfer Agent or Registrar. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. Each of The Issuer initially appoints Euroclear and Clearstream shall to act as a Depositary with respect to the Global Notes. Citibank Europe plc will The Issuer initially appoints The Bank of New York Mellon, London Branch to act as Common Depositary for the Global Notes on behalf of Euroclear and Clearstream. The Company Issuer initially appoints, upon appoints the terms and subject Trustee to act as Custodian with respect to the conditions Global Notes and as Registrar with respect to the Notes. The Issuer initially appoints The Bank of this Indenture, Citibank, N.A.New York Mellon, London Branch to act as the Principal Paying Agent with respect to the Notes, upon the terms and the Transfer Agent and Citigroup Global Markets Europe AG conditions herein contained in Article 12. The Issuer initially appoints The Bank of New York Mellon, London Branch to act as the RegistrarTransfer Agent with respect to the Notes. Each Agent of the foregoing hereby accepts such respective appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the 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, cancelled, 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 cancelled and the date on which such Note was cancelled. The Company 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 Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company 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 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the Notes are listed on the official list of the Exchange and traded on the Euro MTF Market and the rules and regulations of the Exchange so require, the Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar, Paying Agent and Transfer Agent. (a) The Company Issuer shall maintain offices an office or agencies agency where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one ), an office or more Paying Agents agency where Notes may be presented for payment. Offices payment (“Paying Agent”) and an office or agencies of the Paying Agent agency where Notes may be presented for the Notes shall be maintained in London, England. The Company shall also maintain a Registrar with offices in Frankfurt, Germany and a transfer agent (the “Transfer Agent”) in London, England). The Registrar, acting as agent of the Company solely for this purpose, Registrar shall keep a register of the Notes and of their transfer and exchange. The Company Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company Issuer shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, Trustee shall act as such. The Issuer, the Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, Subsidiaries may act as Paying AgentAgent or Registrar in respect of the Notes. (b) The Issuer initially appoints Elavon Financial Services DAC to act as the Registrar, Paying Agent and Transfer Agent or Registrar. Each of Euroclear and Clearstream shall to act as a Depositary custodian with respect to the Global Notes. Citibank Europe plc will Elavon Financial Services DAC hereby agrees to act at its specified office as Common Depositary for Registrar, Paying Agent and Transfer Agent in relation to the Global Notes on behalf Notes, including, inter alia, completing, authenticating, holding and delivering Notes, in accordance with the provisions of Euroclear this Indenture and Clearstream. The Company initially appoints, upon the terms and subject to the conditions of contained in this Indenture, Citibank, N.A., London Branch . (c) Upon written notice to act as the Principal Paying Agent and the Transfer Agent and Citigroup Global Markets Europe AG to act as the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the 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, cancelled, 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 cancelled and the date on which such Note was cancelled. The Company 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 Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company 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 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent, the Issuer may change the Paying Agent, Registrar or Transfer Agent without prior notice to the Holders. The Paying Agent, Transfer Agent or Registrar may resign its appointment hereunder at any time by giving to the Issuer not less than 60 days' written notice to that effect, which notice shall expire not less than 30 days before or after any due date for any payments in respect of any Notes. For so long as the Notes are listed on the official list Official List of the Luxembourg Stock Exchange and traded admitted for trading on the Euro MTF Market and the rules and regulations of the Luxembourg Stock Exchange so require, the Company shall provide Issuer will publish a notice of any change of the Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Luxembourg or, to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the post such notice to be posted on the official website of the Luxembourg Stock Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy (wxx.xxxxxx.xx). Notwithstanding anything to the Trustee. Payment contrary in this Section 2.03(c), no such termination of principal the appointment of, or resignation by, the Paying Agent, Transfer Agent or Registrar shall be take effect until a successor has been appointed on terms approved by the Issuer or the Issuer has otherwise approved such resignation without a successor being appointed. (d) Notwithstanding any other provisions of this section 2.03, the appointment of the Paying Agent, Transfer Agent or Registrar shall forthwith terminate if at any time such Paying Agent, Transfer Agent or Registrar becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver, administrator or other similar official of it or of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made upon the surrender for its winding up or dissolution, or if a receiver, administrator or other similar official of Definitive Notes at the office it or of all or any substantial part of its property is appointed, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, or if any public officer takes charge or control of such Paying Agent. In , Transfer Agent or Registrar or its property or affairs for the case purpose of a transfer of a Definitive Note in partrehabilitation, upon surrender of conservation, administration or liquidation or there occurs any analogous event under any applicable law. (e) On the Definitive Note date on which any such termination or resignation takes effect, the Paying Agent, Transfer Agent or Registrar shall (i) pay to be transferred, a Definitive Note shall be issued or to the transferee order of its successor (or, if none, the Issuer) any amounts held by it in respect of the principal amount transferred Notes which have become due and a Definitive Note payable but which have not been presented for payment; and (ii) deliver to its successor (or, if none, the Issuer or as the Issuer may direct) all records maintained by it, pursuant hereto. Following such termination or resignation and pending such payment and delivery, the Paying Agent, Transfer Agent or Registrar shall hold such amounts, records and documents in trust for and subject to the order of its successor or, as the case may be, the Issuer. (f) Any corporation into which any Paying Agent, Transfer Agent or Registrar may be merged or converted or any corporation with which such Paying Agent, Transfer Agent or Registrar may be consolidated or any corporation resulting from any merger, conversion or consolidation to which such Paying Agent, Transfer Agent or Registrar shall be issued a party, or any corporation, including affiliated corporations, to which the Paying Agent, Transfer Agent or Registrar shall sell or otherwise transfer: (i) all or substantially all of its assets or (ii) all or substantially all of its corporate trust business shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the transferor extent permitted by any applicable laws, be the successor Paying Agent, Transfer Agent or Registrar under this Indenture without any further formality, and after such effective date all references in this Indenture to such Paying Agent, Transfer Agent or Registrar shall be deemed to be references to such corporation. Notice of any such merger, conversion, consolidation or transfer shall forthwith be given by the Paying Agent, Transfer Agent or Registrar to the Issuer and the Trustee. (g) The Paying Agent, Transfer Agent or Registrar may change its specified office to another office in London at any time by giving to the Issuer and the Trustee not less than 60 days' prior written notice to that effect, which notice shall expire not less than 30 days before or after any due date for any payments in respect of any Notes, and which notice shall specify the balance address of the principal amount of new specified office and the transferred Definitive Note at date upon which such change is to take effect. (h) The Issuer undertakes to indemnify and hold harmless, the office of any Paying Agent, Transfer Agent, Registrar and each of its respective directors, officers, employees or agents (each an “Indemnified Party”) on demand by such Indemnified Party against any losses, liabilities, costs, fees, expenses, claims, actions, damages or demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing and the properly incurred fees and expenses of legal advisers) which such Indemnified Party may incur or which may be made against it, as a result of or in connection with the appointment or the exercise of or performance of its powers and duties under this Indenture, except such as may result from its own gross negligence, willful misconduct or fraud or that of its directors, officers, employees or agents. The obligations indemnity contained in this Section 2.03(h) shall survive the termination and expiry of the Agents are several and not jointthis Indenture.

Registrar, Paying Agent and Transfer Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one or more Paying Agents offices or agencies where Notes may be presented for payment. Offices or agencies of the payment (each, a “Paying Agent for the Notes shall be maintained in London, EnglandAgent”). The Company shall also maintain a Registrar with offices in Frankfurt, Germany and a transfer agent (the “Transfer Agent”) in London, England. The Registrar, acting as agent of the Company solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars Registrars and one or more additional paying agentsPaying Agents. The term “Registrar” includes any co-registrar Registrar and the term “Paying Agent” includes any additional paying agentPaying Agent. The Company shall also maintain a transfer agent with respect to any Euro Notes (a “Transfer Agent”). The Transfer Agent shall be responsible for, among other things, facilitating any transfers or exchanges of beneficial interests in Euro Notes represented by global notes between Holders. The Company shall give prompt written notice to the Trustee of any such co-Registrar or additional Paying Agents and of any change in the name or address of any such Registrar, Transfer Agent or Paying Agent. The Company may change any Paying Agent, Agent or Registrar or Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, Trustee shall act as such, or appoint any necessary Registrar or Paying Agent. The Company may change the Paying Agents, the Registrars or the Transfer Agent without prior notice to the Holders. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, Subsidiaries may act as a Paying Agent, Transfer Agent or Registrar. Each of Euroclear and Clearstream shall act as a Depositary Registrar with respect to the Global any Dollar Notes. Citibank Europe plc will act as Common Depositary If and for the Global Notes on behalf of Euroclear and Clearstream. The Company initially appoints, upon the terms and subject to the conditions of this Indenture, Citibank, N.A., London Branch to act as the Principal Paying Agent and the Transfer Agent and Citigroup Global Markets Europe AG to act as the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the 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, cancelled, 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 cancelled and the date on which such Note was cancelled. The Company 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 Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company 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 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the any Euro Notes are listed on the official list of the Global Exchange and traded on the Euro MTF Market and the rules and regulations of the Irish Stock Exchange so requirepermit, the Company shall provide publish a notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Irish Stock Exchange in accordance (xxxx://xxx.xxx.xx). The Company undertakes that, so long as any Euro Notes remain outstanding, it will ensure that it maintains a Paying Agent with Section 13.02 and, in the case of Definitive Notes, in addition respect to such publication Euro Notes in a member state of the European Union that will not be obligated to withhold or deduct tax pursuant to the Council of the European Union Directive 2003/48/EC (as amended from time to time) or any other law or directive implementing the conclusions of the Economic and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears Financial Affairs Council meeting of 26 and 27 November 2000 on the Registertaxation of savings income, or any law implementing, or complying with a copy or introduced in order to conform to, such directive. The applicable Paying Agent will make payments on the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender on behalf of the Definitive Note Company. The Company hereby appoints the Trustee to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred initial Registrar and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of initial Paying Agent for any Transfer AgentDollar Notes. The obligations of Company hereby appoints Elavon Financial Services Limited, UK Branch, to be the Agents are several initial Paying Agent for any Euro Notes. The Company hereby appoints Elavon Financial Services Limited to be the initial Registrar and not jointinitial Transfer Agent for any Euro Notes.

Registrar, Paying Agent and Transfer Agent. The Company Issuer shall maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one or more Paying Agents where Notes may be presented for payment. Offices or agencies of the Paying Agent for the Notes shall be maintained in London, England. The Company Issuer shall also maintain a Registrar with offices in Frankfurt, Germany and a transfer agent (the “Transfer Agent”) in London, England. The Registrar, acting as agent of the Company Issuer solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company Issuer shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company Issuer solely for this purpose, shall act as such. The Company Issuer or any of its Subsidiaries, acting as agent of the Company Issuer solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. Each of The Issuer initially appoints Euroclear and Clearstream shall to act as a Depositary with respect to the Global Notes. Citibank Europe plc will act as Common Depositary for the Global Notes on behalf of Euroclear and Clearstream. The Company Issuer initially appoints, upon the terms and subject to the conditions of this Indenture, Citibank, appoints Citibank N.A., London Branch to act as the Principal Paying Agent and the Transfer Agent and Citibank Europe plc to act as Custodian with respect to the Global Notes, and initially appoints Citigroup Global Markets Europe Deutschland AG to act as the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company Issuer shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the 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, cancelled, 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 cancelled and the date on which such Note was cancelled. Each time the Register is amended or updated, the Registrar shall send a copy of the relevant Register to the Issuer who will keep an updated copy of the Register at its registered office (the “Duplicate Register”). In the event of an inconsistency between the Register and the Duplicate Register, for the purposes of Luxembourg law only, the Duplicate Register shall prevail. The Company 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 Company Issuer shall notify the Trustee and the Agents of the name and address of any such agent. If the Company 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 7.07. Upon notice to the Trustee, the Company Issuer may change any Paying Agent, Registrar or Transfer Agent; provided, however, that in no event may the Issuer appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive. For so long as the Notes are listed on the official list of the Luxembourg Stock Exchange and traded admitted for trading on the Euro MTF Market of the Luxembourg Stock Exchange and the rules and regulations of the Luxembourg Stock Exchange so require, the Company Issuer shall provide publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a daily newspaper having a general circulation in Luxembourg (which is expected to be the Exchange. To Luxemburger Wort) or, to the extent and in the manner permitted by such rules, the Company will request the post such notice to be posted on the official website of the Luxembourg Stock Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar, Paying Agent and Transfer Agent. The Company shall maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one or more Paying Agents where Notes may be presented for payment. Offices or agencies of the Paying Agent for the Notes shall be maintained in London, Englandthe United States. The Company shall also maintain a Registrar with offices in Frankfurt, Germany the United States and a transfer agent (the “Transfer Agent”) in London, Englandthe United States. The Registrar, acting as agent of the Company solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, shall act as such. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. Each of Euroclear and Clearstream shall act as a Depositary with respect to the Global Notes. Citibank Europe plc Banque Internationale à Luxembourg SA will act as Common Depositary for the Global Notes on behalf of Euroclear and Clearstream. The Company initially appoints, upon the terms and subject to the conditions of this Indenture, Citibank, N.A., London Branch GLAS Trust Company LLC to act as the Principal Paying Agent and Agent, the Transfer Agent and Citigroup Global Markets Europe AG to act as the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the 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, cancelled, 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 cancelled and the date on which such Note was cancelled. The Company 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 Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company 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 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the Notes are listed on the official list of the Exchange and traded on the Euro MTF Market and the rules and regulations of the Exchange so require, the Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar, Paying Agent and Transfer Agent. The Company Issuer shall maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one or more Paying Agents where Notes may be presented for payment. Offices or agencies of the Paying Agent for the Notes shall be maintained in London, England. The Company Issuer shall also maintain a Registrar with offices in Frankfurt, Germany Germany, and a transfer agent (the “Transfer Agent”) in London, England. The Registrar, acting as agent of the Company Issuer solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company Issuer shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company Issuer solely for this purpose, shall act as such. The Company Issuer or any of its Subsidiaries, acting as agent of the Company Issuer solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. Each of Euroclear and Clearstream shall act as a Depositary with respect to the Global Notes. The Issuer initially appoints Citibank Europe plc will act as Common Depositary for the Global Notes on behalf of Euroclear and Clearstream. The Company initially appoints, upon the terms and subject to the conditions of this Indenture, Citibank, N.A., London Branch to act as the Principal Paying Agent and the Transfer Agent Agent, and initially appoints Citigroup Global Markets Europe Deutschland AG to act as the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company Issuer shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the 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, cancelled, 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 cancelled and the date on which such Note was cancelled. The Company 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 Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company 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 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the Notes are listed on the official list of the Exchange and traded on the Euro MTF Market and the rules and regulations of the Exchange so require, the Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.replacement