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

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall maintain a registrar (the “Registrar”) and a transfer agent in the Borough of Manhattan, City of New York where Notes may be presented for transfer or exchange (the “Transfer Agent”) and for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes of their transfer and exchange. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Paying Agent for the Notes. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and Transfer Agent. In addition, the Issuers undertake to the extent possible, to use reasonable efforts to maintain 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive (the “Directive”). Deutsche Bank Trust Company Americas will act as Registrar, Transfer Agent and Paying Agent in connection with the Global Notes with respect to the Notes settled through DTC. (b) The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to or appointed under this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either Issuer or any Subsidiary may act as Paying Agent or Registrar. (c) The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar, Paying Agent or Transfer Agent may resign by providing 30 days’ written notice to the Issuers and the Trustee. (d) The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount by the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all parties.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall maintain a registrar (the “Registrar”) and a transfer agent in the Borough of Manhattan, City of New York where Notes may be presented for transfer or exchange (the “Transfer Agent”) and for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes of their transfer and exchange. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Paying Agent for the Notes. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and Transfer Agent. In addition, the Issuers undertake to the extent possible, to use reasonable efforts to maintain 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive (the “Directive”). Deutsche Bank Trust Company Americas will act as Registrar, Transfer Agent and Paying Agent in connection with the Global Notes with respect to the Notes settled through DTC. (b) The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to or appointed under this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either Any Issuer or any Subsidiary may act as Paying Agent or Registrar. (c) The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar, Paying Agent or Transfer Agent may resign by providing 30 days’ written notice to the Issuers and the Trustee. (d) The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount interest by the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all parties.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Issuer shall maintain a registrar (an office or agency for the “Registrar”) registration of the Notes and a transfer agent in the Borough of Manhattan, City of New York where Notes may be presented for their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”) and ), 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 of their transfer and exchangemay be served. The Issuers initially Issuer may appoint Deutsche Bank Trust Company Americasone or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Borough Notes; provided that neither the Issuer nor any of Manhattan, City of New York, who has accepted such appointment, its Affiliates shall act as Paying Agent for the Notespurposes of Article Three and Eight and Sections 4.06 and 4.09. The Issuers initially appoint Deutsche Bank Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and Transfer Agent. In addition, the Issuers undertake to the extent possible, to use reasonable efforts to maintain 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive Office (the “DirectivePrincipal Paying Agent”). Deutsche Bank ) and (ii) the Trustee, located at its Corporate Trust Company Americas will act Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Transfer 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 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 Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in connection with which, subject to such reasonable regulations as it may prescribe, the Global Notes with respect to 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 settled through DTC. (b) shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuers Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent or co- Registrar not a party to or appointed under this Indenture. Such The agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either Issuer or any Subsidiary may act as Paying Agent or Registrar7.05. (c) The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar, Paying Agent or Transfer Agent may resign by providing 30 days’ written notice to the Issuers and the Trustee. (d) The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount by the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all parties.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Issuer shall maintain a registrar (an office or agency for the “Registrar”) registration of the Notes and a transfer agent in the Borough of Manhattan, City of New York where Notes may be presented for their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”) and ), 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 of their transfer and exchangemay be served. The Issuers initially Issuer may appoint Deutsche Bank Trust Company Americasone or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Borough Notes; provided that neither the Issuer nor any of Manhattan, City of New York, who has accepted such appointment, its Affiliates shall act as Paying Agent for the Notespurposes of Articles Three and Eight and Section 4.08. The Issuers initially appoint Deutsche Bank Issuer hereby appoints (i) the Trustee, located at its Corporate Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and Transfer Agent. In addition, the Issuers undertake to the extent possible, to use reasonable efforts to maintain 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive Office (the “DirectivePrincipal Paying Agent”). Deutsche Bank ) and (ii) the Trustee, located at its Corporate Trust Company Americas will act Office, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Transfer 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 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 Issuer shall cause the Registrar to keep a register (the “Security Register”) at its Corporate Trust Office in connection with which, subject to such reasonable regulations as it may prescribe, the Global Notes with respect to 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 settled through DTC. (b) shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuers Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent or co- Registrar not a party to or appointed under this Indenture. Such The agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either Issuer or any Subsidiary may act as Paying Agent or Registrar7.05. (c) The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar, Paying Agent or Transfer Agent may resign by providing 30 days’ written notice to the Issuers and the Trustee. (d) The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount by the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all parties.

Registrar, Transfer Agent and Paying Agent. The Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) shall maintain (a) The Issuers shall maintain a registrar 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, (b) and a transfer agent in an office or agency where the Borough of Manhattan, City of New York 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 (c) and 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 Issuers initially appoint Deutsche Bank Trust Company Americas, in registered Holder of a Note will be treated as the Borough owner of Manhattan, City of New York, who has accepted such appointment, as Paying Agent Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuers initially (and, prior to the Escrow Release Date, the Escrow Issuers) may appoint Deutsche Bank Trust Company Americasone or more co-registrars, in one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. In additionThe Issuers (and, prior to the Escrow Release Date, the Issuers undertake to the extent possible, to use reasonable efforts to maintain a Escrow Issuers) may change any 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive (the “Directive”). Deutsche Bank Trust Company Americas will act as RegistrarAgent, Transfer Agent and Paying Agent in connection with the Global Notes with respect or Registrar without prior notice to the Notes settled through DTC. (b) The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to or appointed under this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party heretoHolder. The Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) shall notify the Trustee in writing of the name and address of any such agentAgent not a party to this Indenture. If the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) fail to appoint or maintain a Registrar another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07such. Either Issuer or any Subsidiary of its respective Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. (c) The Issuers may change any Registrar, Paying Agent or Transfer Agent Registrar upon written notice to such Registrarthe Trustee. The Escrow Issuers initially appoint DTC, its nominees and successors to act as Depositary with respect to any Global Notes. The Escrow Issuers initially appoint the Trustee to act as the Paying Agent or Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the TrusteeNotes and any Global Notes. If any Notes are listed on an exchange and the rules of such exchange so require, without the Issuers (and, prior notice to the Holders; providedEscrow Release Date, howeverthe Escrow Issuers) will satisfy any requirement of such exchange as to paying agents, that no registrars and transfer agents and will comply with any notice requirements required under such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax exchange in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrarchange of paying agent, Paying Agent registrar or Transfer Agent may resign by providing 30 days’ written notice to the Issuers and the Trusteetransfer agent. (d) The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount by the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all parties.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Company shall maintain a registrar (the “Registrar”) and a transfer agent in the Borough of Manhattan, City of New York an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”) and 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 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 of their transfer and exchangeCompany. The Issuers initially Company may appoint Deutsche Bank Trust Company Americasone or more co-registrars, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Paying Agent for the Notesone or more transfer agents and one or more additional paying agents. The Issuers initially appoint Deutsche Bank Trust Company Americasterm “Registrar” includes any co-registrar, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and term “Transfer Agent” includes any additional transfer agent and the term “Paying Agent” includes any additional paying agent. In additionThe Company may change the Paying Agent, the Issuers undertake Registrar or the Transfer Agent without prior notice to any Holder. The Company shall notify the extent possible, to use reasonable efforts to maintain a Paying Agent Trustee in a member state writing of the European Union that is name and address of any Agent not obliged a party 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive (the “Directive”)this Indenture. Deutsche Bank Trust The Company Americas will act as Registrar, Transfer Agent and Paying Agent in connection with the Global Notes with respect to the Notes settled through DTC. (b) The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent or co-Registrar not a party to or appointed under this Indenture. Such The agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers shall notify the Trustee of the name and address of any such agentAgent. If the Issuers fail Company fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07such. Either Issuer The Company or any Subsidiary of its Restricted Subsidiaries may act as Paying Agent or Registrar. (c) The Issuers may change any RegistrarAgent, Paying Agent Registrar or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to the HoldersAgent; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers Company appoint a Principal Paying Agent in any member state of the European Union where the Principal Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Principal Paying Agent would be so obliged if it were located in all other member states. The RegistrarCompany shall maintain a paying agent in member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Union Council Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. 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 for the Notes and as agent for services of notices and demands in connection with the Notes and each hereby accepts such appointment. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange 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 and the rules of such exchange so require, the Company shall publish a notice of any change of Paying Agent, Registrar or Transfer Agent may resign by providing 30 days’ written notice in a newspaper having a general circulation in Ireland or, to the Issuers extent and in the Trustee. (d) The Interest Amount shall be calculated manner permitted by applying such rules, posted on the applicable rate to the principal amount of each Note outstanding at the commencement website of the interest period, computed on Irish Stock Exchange at xxxx://xxx.xxx.xx or otherwise in accordance with the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination requirements of the Interest Amount by rules of the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all partiesIrish Stock Exchange.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall maintain a registrar (the “Registrar”) and a transfer agent in the Borough of Manhattan, City of New York where Notes may be presented for transfer or exchange (the “Transfer Agent”) and for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes of their transfer and exchange. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Paying Agent for the Notes. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and Transfer Agent. In addition, the Issuers undertake to the extent possible, to use reasonable efforts to maintain 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive (the “Directive”). Deutsche Bank Trust Company Americas will act as Registrar, Transfer Agent and Paying Agent in connection with the Global Notes with respect to the Notes settled through DTC. (b) The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to or appointed under this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either Issuer or any Subsidiary may act as Paying Agent or Registrar. (c) The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar, Paying Agent or Transfer Agent may resign by providing 30 days’ written notice to the Issuers and the Trustee. (d) The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount interest by the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all parties.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain a paying agent (a) the "Paying Agent"), an office or agency where the Notes may be presented for payment and through which the Issuer will make payments on the Notes and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuers Issuer shall maintain a Paying Agent for the Notes in London, England. The Issuer shall appoint a Registrar, a Transfer Agent and a Paying Agent. The Issuer or any or its Affiliates may act as Registrar, Transfer Agent, Paying Agent and agent for service of notices and demands in connection with the Notes. The Issuer shall also maintain a registrar (the “"Registrar”") and a transfer agent in the Borough of Manhattan, City of New York where Notes may be presented for transfer or exchange (the “Transfer Agent”) and for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes of their transfer and exchange. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Paying Agent for the Notes. The Issuers Issuer shall also maintain a transfer agent (the "Transfer Agent"). The Registrar will maintain a register (the "Security Register") for the Notes reflecting ownership of Notes of the currency outstanding from time to time. The Paying Agent will make payments on the Notes and the Transfer Agent will facilitate transfer of Definitive Registered Notes on the behalf of the Issuer. The Registrar or Transfer Agent (as the case may be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a transfer agent. The Issuer hereby initially appoint Deutsche appoints (i) The Bank Trust Company Americas, in the Borough of Manhattan, City of New YorkYork Mellon, who has accepted such appointmentLondon Branch as Paying Agent located at: One Canaxx Xxxxxx, Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx xxx (xx) The Bank of New York Mellon SX/XX, Xxxlin Branch, as Registrar and Transfer AgentAgent located at: Riverside II, Sir John Rogxxxxx’x Xxxx, Xrand Canal Dock, Dublin 2, Xxxxxxx; xxx xxch hereby accepts such appointment. In addition, the Issuers undertake to the extent possible, to use reasonable efforts to maintain 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive (the “Directive”). Deutsche Bank Trust Company Americas will act as Registrar, Transfer Agent and Paying Agent in connection with the Global Notes with respect to the Notes settled through DTC. (b) The Issuers Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent or Registrar not a party to or appointed under this Indenture. Such The agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and may appoint a Paying Agent which shall be entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.077.06. Either Issuer or any Subsidiary may act as Paying Agent or Registrar. (c) The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written Upon notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to the Holders; providedHolders of Notes. However, howeverfor so long as Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, that no such removal shall become effective until (i) acceptance the Issuer will publish notice of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, any change of Paying Agent, Registrar or Transfer AgentAgent on the official website of Euronext Dublin (www.ise.xx) xx xxxordance with Section 12.01, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shallor, to the extent that it determines that it is ableand in the manner permitted by the rules of Euronext Dublin, serve as Registrar or Paying Agent or Transfer Agent until such notice of the appointment of a successor change in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The RegistrarAgent, Paying Agent Registrar or Transfer Agent may resign by providing 30 days’ written notice instead be published in a daily newspaper with general circulation in Ireland (which is expected to be the Issuers and Irish Times). In addition, the Trustee. (d) Issuer or any of its Subsidiaries may act as paying agent in connection with the Notes other than for the purposes of effecting a redemption described under Section 3.07 or Section 3.11 or an offer to purchase the Notes described under Section 4.08. The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed Issuer will make payments on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards Global Notes to the nearest available currency unit. The determination of the Interest Amount by the Paying Agent shallfor further credit to DTC which will in turn, distribute such payments in the absence of willful default, bad faith or manifest error, be final and binding on all partiesaccordance with its procedures.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Company shall maintain a registrar (the “Registrar”) and a transfer agent an office or agency in the Borough of Manhattan, City of New York 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, in the case of presentment or surrender of the Notes for registration of transfer or for exchange and presentment for payment, the Corporate Trust Office of the Trustee or an Affiliate of the Trustee), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar” and “Transfer Agent”,” respectively) and where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Paying Agent for the Notes. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and Transfer Agent. In addition, the Issuers undertake to the extent possible, to use reasonable efforts to maintain 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive exchange (the “DirectiveNote Register”). Deutsche Bank Trust The Company Americas will act may have one or more co-Registrars and one or more additional paying agents or transfer agents. The terms “Paying Agent” and “Transfer Agent” include any additional paying agent and any additional transfer agent, as Registrar, Transfer Agent and Paying Agent in connection with the Global Notes with respect to the Notes settled through DTCcase may be. (b) The Issuers Company shall enter into an appropriate agency agreement with any Registrar or Registrar, Paying Agent or co-Registrar not a party to or appointed under this Indenture. Such The agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers Company shall notify the Trustee of the name and address of any each such agent. If the Issuers fail Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.7. Either Issuer or any Subsidiary The Company may act as Paying Agent Agent, Registrar, co-Registrar or RegistrarTransfer Agent. (c) The Issuers may change any Company initially appoints the Trustee as Registrar, Paying Agent or and Transfer Agent upon written notice to (and the Trustee hereby accepts such Registrarappointment), until such time as another Person is appointed as such, and Banque Internationale à Luxembourg, société anonyme, as Luxembourg Paying Agent or Transfer Agent (and to the TrusteeBanque Internationale à Luxembourg, without prior notice to the Holders; providedsociété anonyme, howeverhereby accepts such appointment), that no until such removal shall become effective until time as another Person is appointed as such. (id) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee The Company shall, to the extent permitted by law, ensure that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint maintains a Paying Agent in any member state a Member State of the European Union where the Paying Agent would be that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the European Union Council of Economic and Finance (“ECOFIN”) council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in connection with any payment made by it in relation order to conform to, such Directive. (e) The Company may change the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar, Paying Agent or and Transfer Agent may resign by providing 30 days’ written without notice to the Issuers and the TrusteeHolders. (d) The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount by the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all parties.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Issuer shall maintain a registrar (the “Registrar”) and a transfer agent in the Borough of Manhattan, City of New York where Notes may be presented for transfer or exchange (the “Transfer Agent”) and for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes of their transfer and exchange. The Issuers Issuer initially appoint Deutsche appoints The Bank of New York Mellon Trust Company AmericasCompany, N.A., in the Borough of Manhattan, City of New York, who has accepted such appointment, as Paying Agent for the Notes. The Issuers Issuer initially appoint Deutsche appoints The Bank of New York Mellon Trust Company AmericasCompany, N.A., in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and Transfer Agent. In additionThe Bank of New York Mellon Trust Company, the Issuers undertake to the extent possible, to use reasonable efforts to maintain 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive (the “Directive”). Deutsche Bank Trust Company Americas N.A. will act as Registrar, Transfer Agent and Paying Agent in connection with the Global Notes with respect to the Notes settled through DTC. (b) The Issuers Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to or appointed under this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers Issuer shall notify the Trustee of the name and address of any such agent. If the Issuers fail Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either The Issuer or any Subsidiary may act as Paying Agent or Registrar. (c) The Issuers Issuer may change any Registrar, Paying Agent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Issuer and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar, Paying Agent or Transfer Agent may resign by providing 30 days’ written notice to the Issuers and the Trustee. (d) The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount by the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all parties.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall maintain a registrar (the “Registrar”) and a transfer agent in the Borough of Manhattan, City of New York where Notes may be presented for transfer or exchange (the “Transfer Agent”) and for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes of their transfer and exchange. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Paying Agent for the Notes. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and Transfer Agent. In addition, the Issuers undertake to the extent possible, to use reasonable efforts to maintain 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive (the “Directive”). Deutsche Bank Trust Company Americas will act as Registrar, Transfer Agent and Paying Agent in connection with the Global Notes with respect to the Notes settled through DTC. (b) The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to or appointed under this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either Issuer or any Subsidiary may act as Paying Agent or Registrar. (c) The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar, Paying Agent or Transfer Agent may resign by providing 30 days’ written notice to the Issuers and the Trustee. (d) The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount by the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all parties.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Company shall maintain a registrar an office or agency in London, England, where Securities may be presented for registration (the “Registrar”) and a transfer agent an office or agency in (i) London, England, and (ii) if and for so long as the Borough Securities are listed on the Official List of Manhattanthe Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof and its rules so require, City of New York Dublin, Ireland, in each case where Notes Securities may be presented for transfer or exchange (the “Transfer Agent”) and for or payment (the “Paying Agent”). The Registrar shall keep a register of the Notes of their transfer and exchange. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Paying Agent for the Notes. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and Transfer Agent. In addition, the Issuers undertake Company undertakes that it will ensure, to the extent possiblepracticable, to use reasonable efforts to maintain 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 (the “Directive”) regarding the taxation of savings income or any other directive law implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with with, or introduced in order to conform to, such directive the Directive. The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional transfer agents or paying agents. The terms “Transfer Agent” and “Paying Agent” include any additional transfer agent or paying agent, as applicable, and the term “Registrar” includes any co-registrars. The Company initially appoints (i) the “Directive”). Deutsche Bank Trust Company Americas will act Trustee as Registrar, Transfer Agent and Paying Agent in connection with the Global Notes with respect Securities and (ii) BNY as Irish Paying Agent and Transfer Agent. Notwithstanding any other provision of this Indenture, BNY shall carry out only such acts as may be necessary to give effect to Directive 2001/34/EC Article 78(2) of the European Parliament and of the Council of May 28, 2001 on the admission of securities to the Notes settled through DTCofficial stock exchange listing and on information to be published on those securities. (b) The Issuers Company shall enter into an appropriate agency agreement with any Registrar Registrar, Paying Agent or Paying Transfer Agent not a party to or appointed under this Indenture. Such The agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers Company shall notify the Trustee of the name and address of any such agent. If the Issuers fail Company fails to maintain a Registrar Registrar, Paying Agent or Paying Transfer Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.077.06. Either Issuer The Company or any Subsidiary of its Wholly Owned Domestic Subsidiaries may act as Paying Agent or Registrar. (c) The Issuers Company may change remove any Registrar, Registrar or Paying Agent or Transfer Agent upon written notice to such Registrar, Registrar or Paying Agent or Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers Company and such successor Registrar, Registrar or Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, shall serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar, Registrar or Paying Agent or Transfer Agent may resign by providing 30 days’ at any time upon written notice to the Issuers Company and the Trustee. (d) The Interest Amount shall be calculated by applying ; provided, however, that the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount by the Trustee may resign as Paying Agent shall, or Registrar only if the Trustee also resigns as Trustee in the absence of willful default, bad faith or manifest error, be final and binding on all partiesaccordance with Section 7.07.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall maintain a registrar (the “Registrar”) and a transfer agent in the Borough of Manhattan, City of New York where Notes may be presented for transfer or exchange (the “Transfer Agent”) and for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes of their transfer and exchange. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Paying Agent for the Notes. The Issuers initially appoint Deutsche Bank Trust Company Americas, in the Borough of Manhattan, City of New York, who has accepted such appointment, as Registrar and Transfer Agent. In addition, the Issuers undertake to the extent possible, to use reasonable efforts to maintain 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 November 26 and 27, 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive (the “Directive”). Deutsche Bank Trust Company Americas will act as Registrar, Transfer Agent and Paying Agent in connection with the Global Notes with respect to the Notes settled through DTC. (b) The Issuers shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to or appointed under this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such agent, including applicable terms of the TIA that are incorporated into this Indenture. Any Registrar or Paying Agent appointed hereunder shall be entitled to the benefits of this Indenture as though a party hereto. The Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Either Issuer or any Subsidiary may act as Paying Agent or Registrar. (c) The Issuers may change any Registrar, Paying Agent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuers and such successor Registrar, Paying Agent, or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) written notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in accordance with clause (i) above; provided, further, that in no event may the Issuers appoint a Paying Agent in any member state of the European Union where the Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Registrar, Paying Agent or Transfer Agent may resign by providing 30 days’ written notice to the Issuers and the Trustee. (d) The Interest Amount shall be calculated by applying the applicable rate to the principal amount of each Note outstanding at the commencement of the interest period, computed on the basis of a 360-day year comprised of twelve 30-day months and rounding the resultant figure upwards to the nearest available currency unit. The determination of the Interest Amount by the Paying Agent shall, in the absence of willful default, bad faith or manifest error, be final and binding on all parties.