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

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer transferred or for exchange exchanged (the “Transfer Agent”) ), and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar and Transfer Agent shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The registered Holder exchange and will be treated as the owner facilitate transfers of the Note for all purposes. Only registered Holders will have rights under this Indenture and Notes on behalf of the NotesIssuer. The Issuers may appoint one or more co-registrars, one or more co-transfer additional paying agents and one or more additional paying transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-additional transfer agent and the term “Paying Agent” includes any additional paying agentsagent. For avoidance of doubt, there shall be only one Note Register. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint U.S. Bank National Association, as Registrar, Transfer Agent and Paying Agent with respect to the Notes. The rights, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to perform those duties expressly set out in this Indenture and shall have no implied duties. The Issuers may change any Paying Agentthe Registrar, Transfer Agent or Registrar Paying Agent without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Registrar, Transfer Agent or Paying Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall shall, to the extent that it is capable, act as such. The Issuers An Issuer or any of their its Subsidiaries may act as Paying AgentRegistrar, Transfer Agent or RegistrarPaying Agent. The Notes will be issued in registered form If, and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint extent that, the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers will shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Notes Register”). The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will Issuer may have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Paying Agent, Transfer Agent or Registrar not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as a Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Registrar or Transfer Agent or RegistrarAgent. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying AgentRegistrar, Transfer Agent and Registrar Paying Agent for the Notes and to act as Custodian with respect the Issuer may remove any Registrar, Transfer Agent or Paying Agent without prior notice to the Global Notes. If Holders, but upon written notice to such Registrar, Transfer Agent or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any Notes are listed on appointment by a successor as evidenced by an exchangeappropriate agreement entered into by the Issuer and such successor Registrar, for so long Transfer Agent or Paying Agent, as the Notes are so listed case may be, and delivered to the Trustee and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change passage of any paying agentwaiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar, registrar Transfer Agent or transfer agentPaying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar, Transfer Agent or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. The Issuers Issuer or any of their the Issuer’s Subsidiaries may act as Paying Agent, Transfer Agent or RegistrarRegistrar upon written notice to the Trustee. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes of a series are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer transferred or for exchange exchanged (the “Transfer Agent”) ), and (iii) 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). The Registrar and Transfer Agent shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The registered Holder exchange and will be treated as the owner facilitate transfers of the Note for all purposes. Only registered Holders will have rights under this Indenture and Notes on behalf of the NotesIssuer. The Issuers may appoint one or more co-registrars, one or more co-transfer additional paying agents and one or more additional paying transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-additional transfer agent and the term “Paying Agent” includes any additional paying agentsagent. For avoidance of doubt, there shall be only one Note Register. The Issuers initially appoint Elavon Financial Services DAC, UK Branch as Registrar, Transfer Agent and Principal Paying Agent with respect to the Notes. The rights, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to perform those duties expressly set out in this Indenture and shall have no implied duties. The Issuers may change any Paying Agentthe Registrar, Transfer Agent or Registrar Paying Agent without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Registrar, Transfer Agent or Paying Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall Principal Paying Agent shall, to the extent that it is capable, act as such. The Issuers An Issuer or any of their its Subsidiaries may act as Paying AgentRegistrar, Transfer Agent or RegistrarPaying Agent. The Notes will be issued in registered form If, and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint extent that, the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers will shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer transferred or for exchange exchanged (the “Transfer Agent”) ), and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar and Transfer Agent shall keep a register of the Notes (the “Note Register”) and of their transfer and exchangeexchange and will facilitate transfers of the Notes on behalf of the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer additional paying agents and one or more additional paying transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-additional transfer agent and the term “Paying Agent” includes any additional paying agentsagent. For avoidance of doubt, there shall be only one Note Register. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint the Trustee to act Wilmington Trust, National Association, as the Paying AgentRegistrar, Transfer Agent and Registrar for the Notes and to act as Custodian Paying Agent with respect to the Global Notes. The rights, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to perform those duties expressly set out in this Indenture and shall have no implied duties. The Issuer may change the Registrar, Transfer Agent or Paying Agent without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Registrar, Transfer Agent or Paying Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. An Issuer or any of its Subsidiaries may act as Registrar, Transfer Agent or Paying Agent. If, and to the extent that, the Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers will Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Notes may be presented for transfer transferred or for exchange exchanged (the “Transfer Agent”) and (iii) an office or agency where the Notes may be presented for payment (“Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent). The Registrar shall keep and the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Notes on behalf of the Notes (“Note Register”) and of their transfer and exchangeCompany. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Company may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-additional transfer agent and the term “Paying Agent” includes any additional paying agentsagent. The Issuers Company may change any the Paying Agent, the Registrar or the Transfer Agent or Registrar without prior notice to any Holder. The Issuers Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. 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. If the Issuers fail Company fails to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuers Company or any of their its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer Agent. The Company initially appoints (i) the office of Deutsche Bank AG, London Branch in London, located at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, as Principal Paying Agent (the “Principal Paying Agent”) and (ii) the office of Deutsche Bank Luxembourg S.A., located at 0, xxxxxxxxx Xxxxxx Xxxxxxxx, L-1115 Luxembourg, as Registrar and Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian agent for services of notices and demands in connection with respect to the Global NotesNotes and each hereby accepts such appointment. If any Notes are listed on an exchange, and for so long as the Notes are listed on the Official List of The Irish Stock Exchange plc trading as Euronext Dublin and the rules of The Irish Stock Exchange plc trading as Euronext Dublin so require, the Company shall maintain a Paying Agent, Registrar and Transfer Agent in Ireland. If the Notes are listed on any other securities exchange, the Company shall satisfy any requirement of such securities exchange as to Paying Agents, Registrars and Transfer Agents. If and for so long as the Notes are listed on the Official List of The Irish Stock Exchange plc trading as Euronext Dublin and the rules of such exchange so require, the Issuers will satisfy any requirement Company shall publish a notice of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agentPaying Agent, registrar Registrar or transfer agentTransfer Agent in a newspaper having a general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the website of The Irish Stock Exchange plc trading as Euronext Dublin or otherwise in accordance with the requirements of the rules of The Irish Stock Exchange plc trading as Euronext Dublin.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer, the Co-Issuer or any of their the Issuer’s Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and Registrar upon written notice to the registered Holder of a Note will be treated as the owner of such Note for all purposesTrustee. The Issuers initially appoint The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes of a series are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) and an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will Issuer may have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional transfer and paying agents. The terms “Paying Agent” and “Transfer Agent” include any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentsregistrars. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture. Such 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 Issuers fail Issuer fails to appoint or maintain another entity as a Registrar, Transfer Paying Agent or Paying Transfer Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers Issuer, the Company or any of their Subsidiaries Wholly Owned Subsidiary may act as Registrar, Paying Agent or Transfer Agent. Upon any transfer or exchange, the Registrar, the Transfer Agent and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay any taxes and fees required by law or Registrarpermitted by this Indenture. The Notes Issuer will not be issued in registered form required to make and the registered Registrar need not register transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or any Notes during the period after the relevant record date and prior to the relevant interest payment date. The Holder of a Note will may be treated as the owner of such Note for all purposes. (b) The Issuer initially appoints Deutsche Bank AG, London Branch, in London, who accepts such appointment, as principal Paying Agent (the “Principal Paying Agent”). The Issuers Issuer initially appoint appoints Deutsche Bank AG, London Branch, in London, and Deutsche Bank Luxembourg S.A., in Luxembourg, who each accept such appointments, as Transfer Agents. The Depository Trust Company (“DTC”) to act Issuer initially appoints Deutsche Bank Luxembourg S.A., in Luxembourg, who accepts such appointment, as Depositary with respect Registrar. Each time the register is amended or updated, the Registrar shall send a copy of the register to the Global NotesIssuer who will keep an updated copy of the register at its registered office (the “Duplicate Register”). In the event of inconsistency between the register and the Duplicate Register, the Duplicate Register shall, for purposes of Luxembourg law, prevail. (c) Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and Issuer. The Issuers initially appoint Trustee or Issuer may (without prior notice to the Trustee Holders) remove any Agent at any time by giving thirty (30) days’ prior written notice to act such Agent (and to the Issuer or Trustee, as applicable). Upon such notice, a successor Agent shall be appointed by the Paying Issuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Issuer is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent may, in its sole discretion, deliver any funds then held hereunder in its possession to the Trustee, or to a reputable financial institution of good standing appointed by the Agent as successor Agent (subject to the Issuer’s approval), or may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The reasonable costs and expenses (including its counsels’ reasonable fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Issuer. Upon receipt of the identity of the successor Agent, Transfer the Agent and Registrar for the Notes and to act as Custodian with respect shall deliver any funds then held hereunder to the Global Notessuccessor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent hereunder. If Upon its resignation and delivery of funds, the Agent shall be discharged of and from any Notes are listed on an exchangeand all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.07. In addition, for so long as the Notes are so listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Professional Segment of the Euro MTF Market and the rules of such exchange the Luxembourg Stock Exchange so require, the Issuers will satisfy any requirement Issuer shall publish notice of the change in Agent in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such exchange as to paying agentsrules, registrars and transfer agents and will comply with any post such notice requirements required under such exchange in connection with any change on the official website of any paying agent, registrar or transfer agentthe Luxembourg Stock Exchange (xxx.xxxxxx.xx).

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 (i) the “Registrar”), an office or agency where Notes may be presented for registration transferred or exchanged (the “RegistrarTransfer Agent”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar ” and references to the Paying Agent shall keep a register include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes (“Note Register”) and of their transfer and exchangemay be served. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrarsTransfer Agents, one or more co-transfer agents Registrars and one or more additional paying agentsPaying Agents. The term “Issuer or any of its Affiliates may act as Transfer Agent, Registrar” includes any , co-registrarRegistrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.09 and 4.11. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office, as principal paying agent (the “Principal Paying Agent”) and Transfer Agent and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointment; provided that neither the Principal Paying Agent nor the Registrar shall be deemed an agent of the Issuer for service of legal process. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as 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 term Issuer shall cause the Registrar to keep a register (the “Transfer Agent” includes Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the 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-transfer agent and the term “Paying Agent” includes any additional paying agentsRegistrar not a party to this Indenture. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice agreement shall implement the provisions of this Indenture that relate to any Holdersuch agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will such and shall be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) entitled to act as Depositary with respect appropriate compensation therefor pursuant to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentSection 7.06.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where the Notes may be presented for registration (the “Registrar”), which shall be Xxxxx Fargo Bank, National Association as of the date of this Indenture, (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Xxxxx Fargo Bank, National Association as of the date of this Indenture, and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”), which shall be Xxxxx Fargo Bank, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange in accordance with the rules and procedures of DTC. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. The Issuers Holdings or any of their its U.S. Wholly Owned Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where the Notes may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Wilmington Trust, National Association as of the date of this Indenture, and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange in accordance with the rules and procedures of DTC. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

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 (i) the “Registrar”), an office or agency where Notes may be presented for registration transferred or exchanged (the “RegistrarTransfer Agent”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar ” and references to the Paying Agent shall keep a register include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes (“Note Register”) and of their transfer and exchangemay be served. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrarsTransfer Agents, one or more co-transfer agents Registrars and one or more additional paying agentsPaying Agents. The term “Issuer or any of its Affiliates may act as Transfer Agent, Registrar” includes any , co-registrarRegistrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.09 and 4.11. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, 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 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 term Issuer shall cause the Registrar to keep a register (the “Transfer Agent” includes Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the 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 co-transfer agent of the Notes, the Registrar shall keep a record of the Note so replaced and the term “Paying Agent” includes Note issued in replacement thereof. In the case of the cancellation of any additional paying agentsof the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuers may change Issuer shall enter into an appropriate agency agreement with any Paying Agent, Transfer Agent or co- Registrar without prior notice not a party to any Holderthis Indenture. The Issuers agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form appoint a suitably qualified and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) reputable party to act as Depositary with respect such and shall be entitled to the Global Notes. The Issuers initially appoint the Trustee appropriate compensation therefor pursuant to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentSection 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer transferred or for exchange exchanged (the “Transfer Agent”) ), and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar and Transfer Agent shall keep a register of the Notes (the “Note Register”) and of their transfer and exchangeexchange and will facilitate transfers of the Notes on behalf of the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer additional paying agents and one or more additional paying transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-additional transfer agent and the term “Paying Agent” includes any additional paying agentsagent. For avoidance of doubt, there shall be only one Note Register. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint the Trustee to act U.S. Bank National Association, as the Paying AgentRegistrar, Transfer Agent and Registrar for the Notes and to act as Custodian Paying Agent with respect to the Global Notes. The rights, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to perform those duties expressly set out in this Indenture and shall have no implied duties. The Issuer may change the Registrar, Transfer Agent or Paying Agent without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Registrar, Transfer Agent or Paying Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. The Issuer or any of its Subsidiaries may act as Registrar, Transfer Agent or Paying Agent. If, and to the extent that, the Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers will Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of (the Notes (“Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint The Depository Trust Company appoints (“DTC”i) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee Elavon Financial Services DAC, UK Branch to act as the Paying Agent, Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global NotesRegistrar. If any Notes are listed on an exchange, for For so long as the Notes are so listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market thereof and the rules of such exchange the Irish Stock Exchange so require, the Issuers Issuer will satisfy any requirement post a notice of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentagent with respect to the Notes on the official website of the Irish Stock Exchange to the extent required and in a manner permitted by such rules.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an office or agency where the Dollar Notes may be presented for registration (the “Dollar Registrar”), which shall be U.S. Bank National Association as of the date of this Indenture, (ii) an office or agency where the Euro Notes may be presented for registration (the “Euro Registrar”, together with the Dollar Registrar, the “Registrar” ), which shall be Elavon Financial Services Limited as of the date of this Indenture, (iii) an office or agency where Dollar Notes may be presented for transfer or for exchange (the “Dollar Transfer Agent”) and ), which shall be U.S. Bank National Association as of the date of this Indenture, (iiiiv) an office or agency where the Euro Notes may be presented for transfer or agency (the “Euro Transfer Agent”, and together with the Dollar Transfer Agent, the “Transfer Agent”), which shall be Elavon Financial Services Limited, UK Branch as of the date of this Indenture, (v) an office or agency where the Dollar Notes may be presented for payment (the “Dollar Paying Agent”), which shall be U.S. Bank National Association as of the date of this Indenture and (vi) an office or agency where the Euro Notes may be presented for payment (the “Euro Paying Agent” and, together with the Dollar Paying Agent, the “Paying Agent”), which shall be Elavon Financial Services Limited, UK Branch as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange in accordance with the rules and procedures of DTC (in the case of the Dollar Notes). The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued If the Issuers maintain a paying agent in registered form and a European Union member state, it shall, to the registered Holder extent permitted by law, ensure that such paying agent is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of a Note will be treated as the owner ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Note for all purposesDirective. The Issuers initially appoint (i) The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes that are Dollar Notes and (ii) Elavon Financial Services Limited, its nominees and successors, to act as Depositary (the “Common Depositary”) for Euroclear and/or Clearstream with respect to the Global Notes that are Euro Notes. The Issuers initially appoint (i) the Trustee to act as the Dollar Paying Agent, Agent for the Dollar Notes and Transfer Agent and Registrar for the Dollar Notes and to act as Custodian with respect to the Global Notes and (ii) an affiliate of the Trustee to act as the Euro Paying Agent for the Euro Notes and the Transfer Agent and Registrar for the Euro Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Company may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Company may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Company fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Company or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Company initially appoint appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Company initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers Company will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or RegistrarRegistrar upon written notice to the Trustee. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of (the Notes (“Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint The Depository Trust Company appoints (“DTC”i) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee Elavon Financial Services DAC, UK Branch to act as the Paying Agent, Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global NotesRegistrar. If any Notes are listed on an exchange, for For so long as the Notes are so listed on the Official List of Euronext Dublin and admitted for trading on the Global Exchange Market thereof and the rules of such exchange Euronext Dublin so require, the Issuers Issuer will satisfy any requirement post a notice of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentagent with respect to the Notes on the official website of Euronext Dublin to the extent required and in a manner permitted by such rules.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency in Luxembourg where Notes may be presented for registration (the “Registrar”), (ii) and an office or agency in London and Luxembourg (for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require) where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will Issuer may have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional transfer and paying agents. The terms “Paying Agent” and “Transfer Agent” include any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentsregistrars. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture. Such 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 Issuers fail Issuer fails to appoint or maintain another entity as a Registrar, Transfer Paying Agent or Paying Transfer Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers Issuer, the Company or any of their Subsidiaries Wholly Owned Subsidiary may act as Registrar, Paying Agent, Transfer Agent or RegistrarTransfer Agent. The Notes will be issued in registered form Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the registered Issuer may require a Holder to pay any taxes and fees required by law or permitted by this Indenture. The Registrar need not register transfer or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed, or any Notes for a period of 15 days before a selection of an interest payment date. The Holder of a Note will may be treated as the owner of such Note for all purposes. (b) The Issuer initially appoints Deutsche Bank AG, London Branch, in London, and The Bank of New York Mellon (Luxembourg), S.A., in Luxembourg, who each accept such appointments, as (i) principal Paying Agent (the “Principal Paying Agent”) and Luxembourg Paying Agent (the “Luxembourg Paying Agent”), respectively, and (ii) Transfer Agents. The Issuers Issuer initially appoint The Depository Trust Company (“DTC”) to act appoints Deutsche Bank Luxembourg S.A., in Luxembourg, who accepts such appointment, as Depositary with respect Registrar. In addition, the Issuer undertakes that it will ensure, to the Global Notesextent practicable, that it maintains a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council 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 directives. Each time the register is amended or updated, the Registrar shall send a copy of the register to the Issuer who will keep an updated copy of the register at its registered office (the “Duplicate Register”). In the event of inconsistency between the register and the Duplicate Register, the Duplicate Register shall, for purposes of Luxembourg law, prevail. (c) The Issuers initially appoint Issuer may change any Agent upon written notice to such Agent and to the Trustee, without prior notice to the Holders; provided, however, that no removal of any Agent required under this Indenture shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Agent and delivered to the Trustee or (ii) notification to act the Trustee that the Trustee shall serve as the Paying Agent, Transfer applicable Agent and Registrar for until the Notes and to act as Custodian appointment of a successor in accordance with respect clause (i) above. Any Agent may resign by providing 30 days’ written notice to the Global NotesIssuer and the Trustee. If any Notes are listed on an exchangeIn addition, for so long as the Notes are so listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of such exchange the Luxembourg Stock Exchange so require, the Issuers will satisfy any requirement Issuer shall publish notice of the change in Agent in Luxembourg in a daily newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such exchange as to paying agentsrules, registrars and transfer agents and will comply with any post such notice requirements required under such exchange in connection with any change on the official website of any paying agent, registrar or transfer agentthe Luxembourg Stock Exchange (xxx.xxxxxx.xx).

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. The Issuers Issuer or any of their the Issuer’s Subsidiaries may act as Paying Agent, Transfer Agent or RegistrarRegistrar upon written notice to the Trustee. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where Notes may be presented for transfer transferred or for exchange exchanged (the “Transfer Agent”) and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep and the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Notes on behalf of the Notes (“Note Register”) and of their transfer and exchangeCompany. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Company may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-additional transfer agent and the term “Paying Agent” includes any additional paying agentsagent. The Issuers Company may change any the Paying Agent, the Registrar or the Transfer Agent or Registrar without prior notice to any Holder. The Issuers Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. 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. If the Issuers fail Company fails to appoint or maintain another entity as Registrar, Transfer Agent Registrar or Paying Agent, the Trustee shall act as such. The Issuers Company or any of their its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer Agent or RegistrarAgent. The Notes will be issued in registered form Company initially appoints DTC, its nominees and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) successors to act as Depositary with respect to the any Global Notes. The Issuers Company initially appoint appoints the Trustee to act as the Paying Agent, Registrar and Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, agent for so long as the Notes are so listed services of notices and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange demands in connection with any change the Notes and each hereby accepts such appointment; provided, however, that the Trustee shall not be deemed an agent of any paying agent, registrar or transfer agentthe Company for service of legal process;.

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 (i) the “Registrar”), an office or agency where Notes may be presented for registration transferred or exchanged (the “RegistrarTransfer Agent”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar ” and references to the Paying Agent shall keep a register include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes (“Note Register”) and of their transfer and exchangemay be served. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrarsTransfer Agents, one or more co-transfer agents Registrars and one or more additional paying agentsPaying Agents. The term “Issuer or any of its Affiliates may act as Transfer Agent, Registrar” includes any , co-registrarRegistrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.09 and 4.11. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office, as principal paying agent (the “Principal Paying Agent”) and Transfer Agent and (ii) the Trustee, located at its Corporate Trust Office, as Registrar. Each hereby accepts such appointment; provided that neither the Principal Paying Agent nor the Registrar shall be deemed an agent of the Issuer for service of legal process. The Transfer Agent, Principal Paying Agent and Registrar and any authenticating agent are collectively referred to in this Indenture as 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 term Issuer shall cause the Registrar to keep a register (the “Transfer Agent” includes Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the 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-transfer agent and the term “Paying Agent” includes any additional paying agentsRegistrar not a party to this Indenture. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice agreement shall implement the provisions of this Indenture that relate to any Holdersuch agent. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will such and shall be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) entitled to act as Depositary with respect appropriate compensation therefor pursuant to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentSection 7.06.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Company shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, and, as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, and the rules of such Exchange so require, in Luxembourg (which office or agency may be an office of the Trustee or an affiliate of the Trustee), where Notes may be presented or surrendered for registration (“Registrar”), (ii) an office or agency where Notes may be presented for of transfer or for exchange (the “Registrar” and “Transfer Agent”) and (iii) an office or agency ,” respectively), where Notes may be presented for payment (the “Paying Paving Agent”)) and for the service of notices and demands to or upon the Company in respect of the Notes and this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange (the “Note Register”). The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will Company may have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents Registrars and one or more additional paying agents or transfer agents. The term terms “RegistrarPaying Agent” includes any co-registrar, the term and “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes include any additional paying agents. agent and any additional transfer agent, as the case may be. (b) The Issuers may change Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Transfer Agent or co-Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Issuers fail Company fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuers or any of their Subsidiaries Company may act as Paying Agent, Transfer Agent Registrar, co-Registrar or transfer agent. (c) The Company initially appoints the Corporate Trust Office as Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the , Paying Agent, Transfer Agent and Registrar agent for service of demands and notices in connection with the Notes and to act this Indenture (and the Corporate Trust Office hereby accepts such appointment), until such time as Custodian with respect another Person is appointed as such. (d) The Company shall, to the Global Notes. If extent permitted by law, ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any Notes are listed other Directive implementing the conclusions of the European Union Council of Economic and Finance (“ECOFIN”) council meeting of November 26-27, 2000 on an exchangethe taxation of savings income or any law implementing or complying with, for so long as or introduced in order to conform to, such Directive. (e) The Company may change the Notes are so listed Registrar, Paying Agent and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as Transfer Agent without notice to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentHolders.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an a principal office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of (the Notes (“Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents; provided that the Issuer shall maintain a single principal Paying Agent for the Notes. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint The Depository Trust Company appoints (“DTC”i) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee Elavon Financial Services DAC, UK Branch to act as the principal Paying Agent, Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global NotesRegistrar. If any Notes are listed on an exchange, for For so long as the Notes are so listed on the Official List of TISE and the rules of such exchange TISE so require, the Issuers Issuer will satisfy any requirement post a notice of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentagent with respect to the Notes on the official website of TISE to the extent required and in a manner permitted by such rules.

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 (i) the “Registrar”), an office or agency where Notes may be presented for registration transferred or exchanged (the “RegistrarTransfer Agent”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar ” and references to the Paying Agent shall keep a register include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes (“Note Register”) and of their transfer and exchangemay be served. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrarsTransfer Agents, one or more co-transfer agents Registrars and one or more additional paying agentsPaying Agents. The term “Issuer or any of its Affiliates may act as Transfer Agent, Registrar” includes any , co-registrarRegistrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.08. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, 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 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 term Issuer shall cause the Registrar to keep a register (the “Transfer Agent” includes Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the 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 co-transfer agent of the Notes, the Registrar shall keep a record of the Note so replaced and the term “Paying Agent” includes Note issued in replacement thereof. In the case of the cancellation of any additional paying agentsof the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuers may change Issuer shall enter into an appropriate agency agreement with any Paying Agent, Transfer Agent or co- Registrar without prior notice not a party to any Holderthis Indenture. The Issuers agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form appoint a suitably qualified and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) reputable party to act as Depositary with respect such and shall be entitled to the Global Notes. The Issuers initially appoint the Trustee appropriate compensation therefor pursuant to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentSection 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuers Parent Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”including the principal amount thereof and stated interest payable thereon) and of their transfer and exchangeexchange (the “Notes Register”). The registered Holder will be treated as the owner of the Note Notes for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Parent Issuer may appoint have one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Parent Issuer shall notify the Trustee in writing of the name and address of any Paying Agent, Transfer Agent or Registrar not a party to this Indenture. If the Issuers fail Parent Issuer fails to appoint or maintain another entity as a Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Parent Issuer or any of their its Subsidiaries may act as Paying Agent, Registrar or Transfer Agent or RegistrarAgent. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Parent Issuer initially appoint appoints The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Parent Issuer initially appoint appoints the Trustee to act as the Paying AgentRegistrar, Transfer Agent and Registrar Paying Agent for the Notes and to act as Custodian with respect the Parent Issuer may remove any Registrar, Transfer Agent or Paying Agent without prior notice to the Global Notes. If Holders, but upon written notice to such Registrar, Transfer Agent or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any Notes are listed on appointment by a successor as evidenced by an exchangeappropriate agreement entered into by the Parent Issuer and such successor Registrar, for so long Transfer Agent or Paying Agent, as the Notes are so listed case may be, and delivered to the Trustee and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change passage of any paying agentwaiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar, registrar Transfer Agent or transfer agentPaying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar, Transfer Agent or Paying Agent may resign at any time upon written notice to the Parent Issuer and the Trustee.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an a principal office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of (the Notes (“Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents; provided that the Issuer shall maintain a single principal Paying Agent for the Notes. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint The Depository Trust Company appoints (“DTC”i) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee Elavon Financial Services DAC, UK Branch to act as the principal Paying Agent, Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global NotesRegistrar. If any Notes are listed on an exchange, for For so long as the applicable series of Notes are so is listed on the Official List of TISE and the rules of such exchange TISE so require, the Issuers Issuer will satisfy any requirement post a notice of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentagent with respect to such series of Notes on the official website of TISE to the extent required and in a manner permitted by such rules.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the a Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer transferred or for exchange exchanged (the “Transfer Agent”) ), and (iii) 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). The Registrar and Transfer Agent shall keep a register of the Notes (the “Note Register”) and of their transfer and exchangeexchange and will facilitate transfers of the Notes on behalf of the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer additional paying agents and one or more additional paying transfer agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-additional transfer agent and the term “Paying Agent” includes any additional paying agentsagent. For avoidance of doubt, there shall be only one Note Register. The Issuers Issuer initially appoints Deutsche Bank Luxembourg S.A. as Registrar and Transfer Agent with respect to the Notes and Deutsche Bank AG, London Branch as Principal Paying Agent with respect to the Notes. The rights, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to perform those duties expressly set out in this Indenture and shall have no implied duties. The Issuer may change any Paying Agentthe Registrar, Transfer Agent or Registrar Paying Agent without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Registrar, Transfer Agent or Paying Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall shall, to the extent that it is capable, act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying AgentRegistrar, Transfer Agent or RegistrarPaying Agent. The Notes will be issued in registered form If, and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint extent that, the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers will Issuer shall satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) and an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will Issuer may have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents registrars and one or more additional transfer and paying agents. The terms “Paying Agent” and “Transfer Agent” include any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agentsregistrars. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture. Such 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 Issuers fail Issuer fails to appoint or maintain another entity as a Registrar, Transfer Paying Agent or Paying Transfer Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuers Issuer, the Company or any of their Subsidiaries Wholly Owned Subsidiary may act as Registrar, Paying Agent, Transfer Agent or RegistrarTransfer Agent. The Notes will be issued in registered form Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the registered Issuer may require a Holder to pay any taxes and fees required by law or permitted by this Indenture. The Registrar need not register transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or any Notes during the period after the relevant record date and prior to the relevant interest payment date. The Holder of a Note will may be treated as the owner of such Note for all purposes. (b) The Issuer initially appoints Deutsche Bank AG, London Branch, in London, and Deutsche Bank Luxembourg S.A., in Luxembourg, who each accept such appointments, as (i) principal Paying Agent (the “Principal Paying Agent”) and Luxembourg Paying Agent (the “Luxembourg Paying Agent”), respectively, and (ii) Transfer Agents. The Issuers Issuer initially appoint The Depository Trust Company (“DTC”) to act appoints Deutsche Bank Luxembourg S.A., in Luxembourg, who accepts such appointment, as Depositary with respect Registrar. In addition, the Issuer undertakes that it will ensure, to the Global Notesextent practicable, that it maintains a Paying Agent in a member state of the European Union that is not obligated to withhold or deduct tax pursuant to European Council Directive 2003/48/EC (as amended from time to time) or any law implementing or complying with, or introduced in order to conform to, such directive. Each time the register is amended or updated, the Registrar shall send a copy of the register to the Issuer who will keep an updated copy of the register at its registered office (the “Duplicate Register”). In the event of inconsistency between the register and the Duplicate Register, the Duplicate Register shall, for purposes of Luxembourg law, prevail. (c) The Issuers initially appoint Issuer may change any Agent upon written notice to such Agent and to the Trustee, without prior notice to the Holders; provided, however, that no removal of any Agent required under this Indenture shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Agent and delivered to the Trustee or (ii) notification to act the Trustee that the Trustee shall serve as the Paying Agent, Transfer applicable Agent and Registrar for until the Notes and to act as Custodian appointment of a successor in accordance with respect clause (i) above. Any Agent may resign by providing 30 days’ written notice to the Global NotesIssuer and the Trustee. If any Notes are listed on an exchangeIn addition, for so long as the Notes are so listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of such exchange the Luxembourg Stock Exchange so require, the Issuers will satisfy any requirement Issuer shall publish notice of the change in Agent in Luxembourg in a daily newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such exchange as to paying agentsrules, registrars and transfer agents and will comply with any post such notice requirements required under such exchange in connection with any change on the official website of any paying agent, registrar or transfer agentthe Luxembourg Stock Exchange (xxx.xxxxxx.xx).

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Either Issuer or any of their its respective Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and Registrar upon written notice to the registered Holder of a Note will be treated as the owner of such Note for all purposesTrustee. The Issuers initially appoint The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the any Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Notes and any Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers Company may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Company may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Company fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Company or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Company initially appoint appoints The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Company has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures. The Company initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, The Company shall be responsible for so long as making calculations called for under the Notes are so listed and this Indenture, including but not limited to determination of interest, redemption price, Applicable Premium, premium, if any, and any additional amounts or other amounts payable on the rules of such exchange so requireNotes. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentHolders.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Parent, the Issuer or any of their Parent’s Subsidiaries may act as Paying Agent, Transfer Agent or RegistrarRegistrar upon written notice to the Trustee. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (ia) an office or agency where Notes may be presented for registration (“Registrar”), (iib) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iiic) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar Registrar, with prior notice to the Trustee, but without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. In acting hereunder and in connection with the Notes, the Registrar, Paying Agent, Transfer Agent and Custodian shall act solely as agents of the Issuers, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their the Issuer’s Subsidiaries may act as Paying Agent, Transfer Agent or RegistrarRegistrar upon written notice to the Trustee. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint appoints The Depository Trust Company Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers Issuer initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers Issuer will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

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 (i) the “Registrar”), an office or agency where Notes may be presented for registration transferred or exchanged (the “RegistrarTransfer Agent”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar ” and references to the Paying Agent shall keep a register include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes (“Note Register”) and of their transfer and exchangemay be served. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrarsTransfer Agents, one or more co-transfer agents Registrars and one or more additional paying agentsPaying Agents. The term “Issuer or any of its Affiliates may act as Transfer Agent, Registrar” includes any , co-registrarRegistrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Article Three and Eight and Sections 4.09 and 4.11. The Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Office (the “Principal Paying Agent”) and (ii) the Trustee, located at its Corporate Trust Office, 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 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 term Issuer shall cause the Registrar to keep a register (the “Transfer Agent” includes Security Register”) at its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the 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 co-transfer agent of the Notes, the Registrar shall keep a record of the Note so replaced and the term “Paying Agent” includes Note issued in replacement thereof. In the case of the cancellation of any additional paying agentsof the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuers may change Issuer shall enter into an appropriate agency agreement with any Paying Agent, Transfer Agent or co- Registrar without prior notice not a party to any Holderthis Indenture. The Issuers agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch agent. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent a Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form appoint a suitably qualified and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) reputable party to act as Depositary with respect such and shall be entitled to the Global Notes. The Issuers initially appoint the Trustee appropriate compensation therefor pursuant to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentSection 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an office or agency where the Notes may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association as of the date of this Indenture, (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Wilmington Trust, National Association as of the date of this Indenture, and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”), which shall be Wilmington Trust, National Association as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchangeexchange in accordance with the rules and procedures of DTC. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee or an affiliate of the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company Company, its nominees and successors (“DTC”’’) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Issuer shall maintain (i) an office or agency where Dollar Notes may be presented for registration (the “Dollar Registrar”), (ii) an office or agency where Euro Notes may be presented for registration (the “Euro Registrar” and, together with the Dollar Registrar, the “Registrars”), (iii) an office or agency where Dollar Notes may be presented for transfer or for exchange (the “Dollar Transfer Agent”) and ), (iiiiv) an office or agency where Euro Notes may be presented for transfer or exchange (the “Euro Transfer Agent” and, together with the Dollar Transfer Agent, the “Transfer Agents”), (v) an office or agency where Dollar Notes may be presented for payment (the “Dollar Paying Agent”) and (vi) an office or agency where Euro Notes may be presented for payment (the “Euro Paying Agent” and, together with the Dollar Paying Agent, the “Paying Agents”). The Each Registrar shall keep a register of (the Notes (“Note Register”) reflecting ownership of each series of Notes for which it is the Registrar outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrars shall (at the expense of the Issuer) send a copy of the Note Register maintained by it to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Dollar Registrar” includes any co-registrar with respect to the Dollar Notes and the term “Euro Registrar” includes any co-registrar with respect to the Euro Notes. The term “Transfer Agent” includes any co-transfer agent, the term “Dollar Transfer Agent” includes any co-transfer agent with respect to the Dollar Notes and the term “Euro Transfer Agent” includes any co-transfer agent with respect to the Euro Notes. The term “Paying Agent” includes any additional paying agentsagent, the term “Dollar Paying Agent” includes any additional paying agent with respect to the Dollar Notes and the term “Euro Paying Agent” includes any additional paying agent with respect to the Euro Notes. The Issuers Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Issuer or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Issuer initially appoint The Depository Trust Company appoints (“DTC”i) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Dollar Registrar, Dollar Transfer Agent and Dollar Paying Agent, (ii) Elavon Financial Services DAC, UK Branch to act as the Euro Paying Agent and (iii) Elavon Financial Services DAC to act as the Euro Transfer Agent and Registrar for Euro Registrar. For so long as the Notes and to act as Custodian with respect to the Global Notes. If any Euro Notes are listed on an exchange, the Official List of the Irish Stock Exchange and admitted for so long as trading on the Notes are so listed Global Exchange Market thereof and the rules of such exchange the Irish Stock Exchange so require, the Issuers Issuer will satisfy any requirement post a notice of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agentagent with respect to the Euro Notes on the official website of the Irish Stock Exchange to the extent required and in a manner permitted by such rules.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall Issuer will maintain one or more paying agents (ieach, a “Paying Agent”) an office or agency where Notes may for the Subordinated Notes. The initial Paying Agent will be presented for registration The Bank of New York Mellon acting through its London Branch (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Paying Agent”) and The Bank of New York Mellon acting through its London Branch hereby accepts such appointment. (iiib) an office The Issuer will also maintain one or agency where more registrars (each, a “Registrar”) for the registration of the Subordinated Notes may be presented and of their transfer or exchange for payment so long as the Subordinated Notes are listed on the Official List and its rules so require. (c) The Issuer will maintain a transfer agent (each, a “Paying Transfer Agent”). The Issuer hereby appoints the Trustee as the initial Registrar shall keep a register of and the Notes (“Note Register”) and of their transfer and exchangeTrustee hereby accepts such appointment. The registered Holder will be treated Issuer hereby appoints the Trustee as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture initial Transfer Agent and the NotesTrustee hereby accepts such appointment. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrarEach Transfer Agent shall perform the functions of a transfer (d) Upon notice to the Trustee, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Issuer may change any the Paying AgentAgents, the Registrars or the Transfer Agent or Registrar Agents without prior notice to any Holderthe Holders. The Issuers shall notify For so long as the Trustee in writing Subordinated Notes are listed on the Official List of the name Irish Stock Exchange and address admitted to trading on the Main Securities Market and the rules and regulations of the Irish Stock Exchange so require, the Issuer will publish a notice of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or change of Paying Agent, Registrar or Transfer Agent in the manner permitted by such rules and regulations, on the official website of the Irish Stock Exchange (xxx.xxx.xx) in accordance with Section 12.01. (e) None of the Trustee or any Agent shall act as suchhave any responsibility or obligation to any beneficial owner in a Global Note, a Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest in the Subordinated Notes or with respect to the delivery to any Participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Subordinated Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Subordinated Notes and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of the Global Note). The Issuers or any rights of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrarbeneficial owners in the Global Note shall be exercised only through the Depositary subject to the applicable procedures. The Notes will Trustee and each Agent shall be issued entitled to rely and shall be fully protected in registered form and relying upon information furnished by the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notesits members, participants and any beneficial owners. The Issuers initially appoint Trustee and each Agent shall be entitled to deal with the Depositary and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Subordinated Notes) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to act such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Participant or between or among the Depositary, any such Participant and/or holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Issuer, the Trustee, any Agent or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note. (f) Pursuant to and in accordance with Section 7.02(i), in connection with acting hereunder, the Paying Agent shall be entitled to the rights, privileges, protections, immunities and benefits given to the Trustee in this Indenture and otherwise. For the avoidance of doubt, the provisions of Section 7.05 shall apply to the Paying Agent mutatis mutandis. The following terms and conditions in this Section 2.07(f) shall apply to the Paying Agent in connection with its acting hereunder. In the event of a conflict between the terms and conditions of this Section 2.07(f) and the terms and conditions in the indenture, including the rights, privileges, protections, immunities and benefits given to the Paying Agent by virtue of Section 7.02(i), the provisions of this Section 2.07(f) shall control. In order to provide for all payments due on the Subordinated Notes as the same shall become due, the Issuer shall cause to be paid to the Paying Agent, Transfer Agent and Registrar no later than 10:00 a.m. London time one Business Day prior to the due date for the payment of each Subordinated Note, at such bank as the Paying Agent shall previously have notified to the Issuer, immediately available funds sufficient to meet all payments due on such Subordinated Notes. The Issuer hereby authorizes and directs the Paying Agent, from the amounts paid to it pursuant to this Section 2.07(f), to make or cause to be made all payments on the Subordinated Notes in accordance with the terms thereof. Such payments shall be made to the Holder or Holders of Subordinated Notes in accordance with the terms of the Subordinated Notes, the provisions contained in this Indenture, and the procedures of Euroclear and Clearstream. All interest payments in respect of the Subordinated Notes will be made by the Paying Agent on the relevant interest payment date (as set forth in the Subordinated Note) to act the Holders in whose names the Subordinated Notes are registered at the close of business (in New York City) on the record date specified in the Subordinated Notes next preceding the interest payment date or such other date as Custodian is provided in the Subordinated Notes. So long as the Subordinated Notes are represented by a single global certificate and registered in the name of the Depositary or another common depository for Euroclear and Clearstream, or a nominee of the Depositary or such other common depository all interest payments on the Subordinated Notes shall be made by the Paying Agent by wire transfer of immediately available funds in SEK to such Holder. The Paying Agent will pay the principal amount of each Subordinated Note and premium, if any, on the applicable maturity date or upon any redemption date with respect thereto, together with accrued and unpaid interest due at maturity or such redemption date, if any, upon presentation and surrender of such Subordinated Note on or after the maturity date or redemption date thereof to the Global Paying Agent, or as specified in the Subordinated Notes. If for any reason the amounts received by the Paying Agent are insufficient to satisfy all claims in respect of all payments then due on the Subordinated Notes, the Paying Agent shall forthwith notify the Issuer, and the Paying Agent shall not be obligated to pay any such claims until the Paying Agent has received the full amount of the monies then due and payable in respect of such Subordinated Notes. If, however, the Paying Agent in its sole discretion shall make payment on the Subordinated Notes are listed on an exchangetheir maturity or redemption, or payments of interest or such other payments when otherwise due (it being understood that the Paying Agent shall have no obligation whatsoever to make any such payment) and the amount which should have been received is not received on such date, the Issuer agrees forthwith on demand to pay, or procure the payment of, to the Paying Agent, in addition to the amount which should have been paid hereunder, interest thereon from the day following the date when the amount unpaid should have been received under this Indenture to the date when such amount is actually received (inclusive) at a rate equal to the cost of the Paying Agent of funding such amount, as certified by the Paying Agent and expressed as a rate per annum. The Paying Agent hereby agrees that: (1) it will hold all sums held by it as Paying Agent for so long the payment of the principal of or premium, if any, or interest on the Subordinated Notes in trust for the benefit of the Holders of the Subordinated Notes entitled thereto, or for the benefit of the Trustee, as the case may be, until such sums shall be paid out to such Holders or otherwise as provided below and in this Indenture; (2) it will promptly give the Trustee notice of: (x) an Issuer deposit for the payment of principal of or premium, if any, or interest on the Subordinated Notes, (y) any failure by the Issuer in the making of any deposit for the payment of principal of or premium, if any, or interest on the Subordinated Notes are that shall have become payable, and (z) any default by the Issuer in making any payment of the principal of or premium, if any, or interest on the Subordinated Notes where the same shall be due and payable as provided in the Subordinated Notes; and (3) at any time after an Issuer Winding-Up Event shall have occurred, the Paying Agent shall, if so listed required by notice in writing given by the Trustee to the Paying Agent: (y) thereafter, until otherwise instructed by the Trustee, act as agent of the Trustee under the terms of the Indenture; and/or (z) deliver all Subordinated Notes and all sums, documents and records held by the Paying Agent in respect of the Subordinated Notes to the Trustee or as the Trustee shall direct in such notice; provided that such notice shall be deemed not to apply to any document or record which the Paying Agent is obligated not to release by any applicable law or regulation. Notwithstanding the foregoing: (4) if any Subordinated Note is presented or surrendered for payment to the Paying Agent and the rules Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Paying Agent shall as soon as is reasonably practicable notify the Issuer in writing of such exchange presentation or surrender and shall not make payment against the same until it is so requireinstructed by the Issuer and has received the amount to be so paid; and (5) the Paying Agent shall cancel each Subordinated Note against surrender of which it has made full payment and shall deliver each Subordinated Note so cancelled by it to the Trustee. In no event, shall the Issuers will satisfy Paying Agent be obligated to make any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change payments hereunder if it has not received the full amount of any paying agent, registrar or transfer agentpayment.

Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (ia) an office or agency where Notes may be presented for registration (the “Registrar”), which shall be Wilmington Trust, National Association, as of the date of this Indenture, (iib) an office or agency where the Notes may be presented for transfer or for exchange (the “Transfer Agent”) ), which shall be Wilmington Trust, National Association as of the date of this Indenture and (iiic) an office or agency where Notes may be presented for payment (the “Paying Agent”), which shall be Wilmington Trust, National Association, as of the date of this Indenture. The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of the such Note for all purposes. Only purposes and only registered Holders will shall have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Either Issuer or any of their its respective Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and Registrar upon written notice to the registered Holder of a Note will be treated as the owner of such Note for all purposesTrustee. The Issuers initially appoint The Depository Trust Company (“DTC”) , its nominees and successors to act as Depositary with respect to the any Global Notes. The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Notes and any Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed exchange and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

Registrar, Transfer Agent and Paying Agent. The Issuers Company shall maintain (i) an office or agency where Notes may be presented for registration (including any co-registrar described below, the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (including any co-transfer agent described below, the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (including any additional paying agents described below, the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers Company may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers Company may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail Company fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers Company or any of their its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Notes will be issued in registered form and the registered Holder of a Note will be treated as the owner of such Note for all purposes. The Issuers Company initially appoint The Depository Trust Company (“DTC”) appoints DTC to act as Depositary with respect to the Global Notes. The Issuers Company initially appoint appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers Company will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.