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

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer shall also maintain a Transfer Agent and Paying Agent in Luxembourg so long as the Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. However, for so long as the Notes are admitted to listing on the Official List on the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notice of the change in a paying agent in a daily newspaper with general circulation in Luxembourg or on the Luxembourg Stock Exchange’s website. The Issuer or any of its Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Eight. The Issuer has appointed (i) the office of The Bank of New York Mellon, acting through its London branch, located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in London, England (the “Principal Paying Agent”) and the Registrar and agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A. located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in Luxembourg (the “Luxembourg Paying Agent”). Each of the Principal Paying Agent, the Registrar and the Luxembourg Paying Agent has accepted such appointment. The Issuer undertakes 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 or any other Directive implementing the conclusions of the European Council of Economic and Finance Ministers (“ECOFIN”) meeting of November 26-27, 2000 or any law implementing or complying with or introduced in order to conform to such Directive. The Paying Agent shall comply with all backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Notes (including the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). 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 which, subject to such reasonable regulations 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, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer shall make payments on the Global Notes to the common depositary as the registered holder of the Global Notes. The Issuer shall make all payments in same day funds.

Registrar, Transfer Agent and Paying Agent. (a) The Issuer Company shall maintain 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 registration 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 and for registration of their 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”), an office or agency where Notes may be transferred or exchanged (the ” and “Transfer Agent”), an office or agency ,” respectively) and where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuer in respect ). The Registrar shall keep a register of the Notes may be servedand of their transfer and exchange (the “Note Register”). The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer shall also maintain a Transfer Agent and Paying Agent in Luxembourg so long as the Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market. The Issuer Company may appoint one or more Transfer Agents, have one or more co-Registrars and one or more additional paying agents or transfer agents. The terms “Paying Agents. HoweverAgent” and “Transfer Agent” include any additional paying agent and any additional transfer agent, for so long as the Notes are admitted case may be. (b) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar not a party to listing on this Indenture. The agreement shall implement the Official List on provisions of this Indenture that relate to such agent. The Company shall notify the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market and the rules Trustee of the Luxembourg Stock Exchange so requirename and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent, the Issuer will publish notice of the change in a paying agent in a daily newspaper with general circulation in Luxembourg or on the Luxembourg Stock Exchange’s websiteTrustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any of its Subsidiaries Company may act as Transfer Paying Agent, Registrar, co-Registrar or transfer agent. (c) The Company initially appoints the Corporate Trust Office as Registrar, Paying Agent and agent for service of notices Transfer Agent (and demands in connection with the Notes; providedCorporate Trust Office hereby accepts such appointment), howeveruntil such time as another Person is appointed as such, that neither the Issuer nor any of its Subsidiaries shall act and Dexia Banque Internationale à Luxembourg, société anonyme, as Luxembourg Paying Agent for (and Dexia Banque Internationale à Luxembourg, société anonyme, hereby accepts such appointment), until such time as another Person is appointed as such. (d) The Company shall, to the purposes of Articles Three and Eight. The Issuer has appointed (i) the office of The Bank of New York Mellonextent permitted by law, acting through its London branch, located at the address set forth in Section 12.02(a) as Transfer Agent and ensure that it maintains a Paying Agent in London, England (the “Principal Paying Agent”) and the Registrar and agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A. located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in Luxembourg (the “Luxembourg Paying Agent”). Each of the Principal Paying Agent, the Registrar and the Luxembourg Paying Agent has accepted such appointment. The Issuer undertakes to maintain a paying agent in a member state 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 other Directive implementing the conclusions of the European Union Council of Economic and Finance Ministers (“ECOFIN”) council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with with, or introduced in order to conform to to, such Directive. . (e) The Company may change the Registrar, Paying Agent shall comply with all backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury Regulations promulgated thereunder with respect Transfer Agent without notice to payments made under the Notes (including the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). 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 which, subject to such reasonable regulations 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, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer shall make payments on the Global Notes to the common depositary as the registered holder of the Global Notes. The Issuer shall make all payments in same day fundsHolders.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred or exchanged presented for registration (the “Transfer Agent”Registrar “), (ii) an office or agency where the Notes may be presented for transfer or for exchange (“Transfer Agent “) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuer in respect ). The Registrar shall keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer shall also maintain a Transfer Agent and Paying Agent in Luxembourg so long registered Holder will be treated as the Notes are admitted to listing on the Official List owner of the Luxembourg Stock Exchange Note for all purposes. Only registered Holders will have rights under this Indenture and admitted to trading on the Euro MTN MarketNotes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. HoweverThe term “Registrar” includes any co-registrar, for so long as the Notes are admitted to listing on the Official List on the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market term “Transfer Agent” includes any co-transfer agent and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notice of the change in a term “Paying Agent” includes any additional paying agent in a daily newspaper with general circulation in Luxembourg or on the Luxembourg Stock Exchange’s websiteagents. The Issuer or may change any of its Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Eight. The Issuer has appointed (i) the office of The Bank of New York Mellon, acting through its London branch, located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in London, England (the “Principal Paying Agent”) and the Registrar and agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A. located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in Luxembourg (the “Luxembourg Paying Agent”). Each of the Principal Paying Agent, the Transfer Agent or Registrar and the Luxembourg Paying Agent has accepted such appointment. The Issuer undertakes 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 or any other Directive implementing the conclusions of the European Council of Economic and Finance Ministers (“ECOFIN”) meeting of November 26-27, 2000 or any law implementing or complying with or introduced in order to conform to such Directive. The Paying Agent shall comply with all backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Notes (including the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). Subject without prior notice 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 which, subject to such reasonable regulations 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, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agentHolder. The Issuer shall notify the Trustee in writing of the name and address of any such agentAgent not a party to this Indenture. If the Issuer fails 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 7.06such. The Issuer shall make payments on the Global Notes or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Bank of New York Mellon, London Branch to the common depositary act as the registered holder of Common Depositary with respect to the Global Notes. The Issuer shall make all payments initially appoints the Trustee to act as the Paying Agent, and appoints The Bank of New York ▇▇▇▇▇▇ ▇▇/NV, Luxembourg Branch to act as the Transfer Agent and Registrar for the Notes. For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on its Euro MTF market and its applicable rules and regulations so require, the Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇), to the extent and in same day fundsthe manner permitted by the rules and regulations of the Luxembourg Stock Exchange.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer a Paying Agent”), an office or agency where the Notes may be presented for payment (and through which the “Paying Agent”) 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 Issuer shall maintain a may appoint one or more Transfer Agent Agents, one or more co-Registrars and one or more additional Paying Agent in London, EnglandAgents. The Issuer shall also maintain a Transfer Agent and one or more Paying Agent Agents for the Notes in Luxembourg the City of London (the “Principal Paying Agent”). In addition, so long as the Notes are admitted to listing listed on the Official List of the Luxembourg Stock Exchange and admitted to trading are traded on the Luxembourg Stock Exchange’s Euro MTN MTF Market, to the extent required by the Luxembourg Stock Exchange, the Issuer shall also maintain a Paying Agent (the “Luxembourg Paying Agent”), Registrar and Transfer Agent in Luxembourg. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. However, for so long as the Notes are admitted to listing on the Official List on the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notice of the change in a paying agent in a daily newspaper with general circulation in Luxembourg or on the Luxembourg Stock Exchange’s website. The Issuer or any of or its Subsidiaries Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Eight. The Issuer has appointed will also maintain one or more registrars (each, a “Registrar”) with offices in Luxembourg, for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require. The Issuer will also maintain a transfer agent (each, a “Transfer Agent”) in each of London and Luxembourg. The Issuer hereby appoints Deutsche Bank Luxembourg S.A. in Luxembourg as the initial Registrar and Deutsche Bank Luxembourg S.A. hereby accepts such appointment. The Issuer hereby appoints Deutsche Bank AG, London Branch in London and Deutsche Bank Luxembourg S.A. in Luxembourg as the initial Transfer Agents and each hereby accepts such appointment. The Registrar and the Transfer Agent in Luxembourg will maintain a register (the “Register”) for the Notes reflecting ownership of Definitive Registered Notes outstanding from time to time and will make payments on and facilitate transfer of Definitive Registered Notes on the behalf of the Issuer. Each Registrar and/or Transfer Agent (as the case may be) will promptly inform the Issuer of any changes to the register. In the case of discrepancy between the Register and the register kept by, and at the office of, the Issuer, the registrations in the Register shall prevail for Luxembourg law purposes. Each Transfer Agent shall perform the functions of a transfer agent. The Issuer hereby appoints (i) the office of The Deutsche Bank of New York MellonAG, acting through its London branch, located at the address set forth in Section 12.02(a) Branch as Principal Paying Agent and Transfer Agent and Paying Agent in Londonlocated at: Winchester House, England (the “Principal Paying Agent”) and the Registrar and agent for service of notices and demands in connection with the Notes and 1 Great W▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (ii) the office of The Deutsche Bank of New York Mellon (Luxembourg) Luxembourg S.A. located at the address set forth in Section 12.02(a) as Luxembourg Paying Agent, Transfer Agent and Paying Agent in Registrar located at: 2, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-1115 Luxembourg (the “Luxembourg Paying Agent”). Each of the Principal Paying Agent, the Registrar and the Luxembourg Paying Agent has accepted each hereby accepts such appointment. The Issuer undertakes to maintain a paying agent Paying Agent in a member state of the European Union that is not obliged obligated to withhold or deduct tax pursuant to the European Council Union Directive 2003/48/EC or any other Directive directive implementing the conclusions of the European ECOFIN Council of Economic and Finance Ministers (“ECOFIN”) meeting of November 26-2727 November 2000 on the taxation of savings income, 2000 or any law implementing implementing, or complying with or introduced in order to conform to to, such Directive. The Paying Agent shall comply with all backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Notes (including the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). 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 which, subject to such reasonable regulations 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, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelleddirective. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall may act as such Registrar and may appoint a Paying Agent and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to the Holders of Notes. For so long as the Notes are listed on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Luxembourg or, to the extent and in the manner permitted by such rules, posted on the official website of the Luxembourg Stock Exchange (w▇▇.▇▇▇▇▇▇.▇▇) in accordance with Section 12.01. In addition, the 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 an offer to purchase the Notes described under Section 4.09 or Section 4.13. The Issuer shall will make payments on the Global Notes to the common depositary Paying Agents for further credit to Euroclear or Clearstream (as the registered holder of the Global Notes. The Issuer shall make all applicable) which will in turn, distribute such payments in same day fundsaccordance with its procedures.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred presented for registration (the “Registrar”), (ii) an office or exchanged agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”), ) and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register (the “Note Register”) and an office or agency where notices or demands to or upon the Issuer in respect reflecting ownership of the Notes may be servedoutstanding 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 Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer shall also maintain a Transfer Agent and Paying Agent in Luxembourg so long registered Holder will be treated as the Notes are admitted to listing on the Official List owner of the Luxembourg Stock Exchange Note for all purposes. Only registered Holders will have rights under this Indenture and admitted to trading on the Euro MTN MarketNotes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. HoweverThe term “Registrar” includes any co-registrar, for so long as the Notes are admitted to listing on the Official List on the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market term “Transfer Agent” includes any co-transfer agent and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notice of the change in a term “Paying Agent” includes any additional paying agent in a daily newspaper with general circulation in Luxembourg or on the Luxembourg Stock Exchange’s websiteagents. The Issuer or may change any of its Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Eight. The Issuer has appointed (i) the office of The Bank of New York Mellon, acting through its London branch, located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in London, England (the “Principal Paying Agent”) and the Registrar and agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A. located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in Luxembourg (the “Luxembourg Paying Agent”). Each of the Principal Paying Agent, the Transfer Agent or Registrar and the Luxembourg Paying Agent has accepted such appointment. The Issuer undertakes 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 or any other Directive implementing the conclusions of the European Council of Economic and Finance Ministers (“ECOFIN”) meeting of November 26-27, 2000 or any law implementing or complying with or introduced in order to conform to such Directive. The Paying Agent shall comply with all backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Notes (including the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). Subject without prior notice 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 which, subject to such reasonable regulations 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, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agentHolder. The Issuer shall notify the Trustee in writing of the name and address of any such agentAgent not a party to this Indenture. If the Issuer fails 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 7.06such. The Issuer shall make payments or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints (i) Elavon Financial Services DAC, UK Branch to act as the Paying Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar. For so long as the Notes are listed on the Official List of Euronext Dublin and admitted for trading on the Global Notes Exchange Market thereof and the rules of Euronext Dublin so require, the Issuer will post a notice of any change of paying agent, registrar or transfer agent with respect to the common depositary as Notes on the registered holder official website of Euronext Dublin to the Global Notes. The Issuer shall make all payments extent required and in same day fundsa manner permitted by such rules.

Registrar, Transfer Agent and Paying Agent. (a) The Issuer Company shall maintain 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 of the Notes and of their transfer or for exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the ” and “Transfer Agent”,” respectively), an office or agency where the Notes may be presented for payment (the “Paying Paving Agent”) and an office or agency where for the service of notices or and demands to or upon the Issuer Company in respect of the Notes may be servedand this Indenture. The Issuer Registrar shall maintain keep a Transfer Agent register of the Notes and Paying Agent in London, Englandof their transfer and exchange (the “Note Register”). The Issuer shall also maintain a Transfer Agent and Paying Agent in Luxembourg so long as the Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market. The Issuer Company may appoint one or more Transfer Agents, have one or more co-Registrars and one or more additional paying agents or transfer agents. The terms “Paying Agents. HoweverAgent” and “Transfer Agent” include any additional paying agent and any additional transfer agent, for so long as the Notes are admitted case may be. (b) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar not a party to listing on this Indenture. The agreement shall implement the Official List on provisions of this Indenture that relate to such agent. The Company shall notify the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market and the rules Trustee of the Luxembourg Stock Exchange so requirename and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent, the Issuer will publish notice of the change in a paying agent in a daily newspaper with general circulation in Luxembourg or on the Luxembourg Stock Exchange’s websiteTrustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any of its Subsidiaries Company may act as Transfer Paying Agent, Registrar, co-Registrar or transfer agent. (c) The Company initially appoints the Corporate Trust Office as Registrar, Paying Agent, Transfer Agent and agent for service of demands and notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Eight. The Issuer has appointed (i) the office of The Bank of New York Mellon, acting through its London branch, located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in London, England (the “Principal Paying Agent”) and the Registrar and agent for service of notices and demands in connection with the Notes and this Indenture (iiand the Corporate Trust Office hereby accepts such appointment), until such time as another Person is appointed as such. (d) The Company shall, to the office of The Bank of New York Mellon (Luxembourg) S.A. located at the address set forth in Section 12.02(a) as Transfer Agent and extent permitted by law, ensure that it maintains a Paying Agent in Luxembourg (the “Luxembourg Paying Agent”). Each of the Principal Paying Agent, the Registrar and the Luxembourg Paying Agent has accepted such appointment. The Issuer undertakes to maintain a paying agent in a member state 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 other Directive implementing the conclusions of the European Union Council of Economic and Finance Ministers (“ECOFIN”) council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with with, or introduced in order to conform to to, such Directive. . (e) The Company may change the Registrar, Paying Agent shall comply with all backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury Regulations promulgated thereunder with respect Transfer Agent without notice to payments made under the Notes (including the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). 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 which, subject to such reasonable regulations 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, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer shall make payments on the Global Notes to the common depositary as the registered holder of the Global Notes. The Issuer shall make all payments in same day fundsHolders.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred presented for registration (the “Registrar”), (ii) an office or exchanged agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”), an ) and (iii) a principal office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register (the “Note Register”) and an office or agency where notices or demands to or upon the Issuer in respect reflecting ownership of the Notes may be servedoutstanding 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 Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer shall also maintain a Transfer Agent and Paying Agent in Luxembourg so long registered Holder will be treated as the Notes are admitted to listing on the Official List owner of the Luxembourg Stock Exchange Note for all purposes. Only registered Holders will have rights under this Indenture and admitted to trading on the Euro MTN MarketNotes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. HoweverThe term “Registrar” includes any co-registrar, for so long as the Notes are admitted to listing on the Official List on the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market term “Transfer Agent” includes any co-transfer agent and the rules of the Luxembourg Stock Exchange so require, term “Paying Agent” includes any additional paying agents; provided that the Issuer will publish notice of the change in shall maintain a paying agent in a daily newspaper with general circulation in Luxembourg or on the Luxembourg Stock Exchange’s website. The Issuer or any of its Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Subsidiaries shall act as single principal Paying Agent for the purposes of Articles Three and EightNotes. The Issuer has appointed (i) the office of The Bank of New York Mellon, acting through its London branch, located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in London, England (the “Principal Paying Agent”) and the Registrar and agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A. located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in Luxembourg (the “Luxembourg Paying Agent”). Each of the Principal may change any Paying Agent, the Transfer Agent or Registrar and the Luxembourg Paying Agent has accepted such appointment. The Issuer undertakes 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 or any other Directive implementing the conclusions of the European Council of Economic and Finance Ministers (“ECOFIN”) meeting of November 26-27, 2000 or any law implementing or complying with or introduced in order to conform to such Directive. The Paying Agent shall comply with all backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Notes (including the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). Subject without prior notice 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 which, subject to such reasonable regulations 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, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agentHolder. The Issuer shall notify the Trustee in writing of the name and address of any such agentAgent not a party to this Indenture. If the Issuer fails 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 7.06such. The Issuer shall make payments on the Global Notes to the common depositary or any of its Subsidiaries may act as the registered holder of the Global NotesPaying Agent, Transfer Agent or Registrar. The Issuer shall make all payments initially appoints (i) Elavon Financial Services DAC, UK Branch to act as the principal Paying Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar. For so long as the Notes are listed on the Official List of TISE and the rules of TISE so require, the Issuer will post a notice of any change of paying agent, registrar or transfer agent with respect to the Notes on the official website of TISE to the extent required and in same day fundsa manner permitted by such rules.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), i) an office or agency where Notes may be transferred presented for registration (the “Registrar”), (ii) an office or exchanged agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”), ) and (iii) an office or agency where the Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register (the “Note Register”) and an office or agency where notices or demands to or upon the Issuer in respect reflecting ownership of the Notes may be servedoutstanding 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 Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer shall also maintain a Transfer Agent and Paying Agent in Luxembourg so long registered Holder will be treated as the Notes are admitted to listing on the Official List owner of the Luxembourg Stock Exchange Note for all purposes. Only registered Holders will have rights under this Indenture and admitted to trading on the Euro MTN MarketNotes. The Issuer may appoint one or more Transfer Agentsco-registrars, one or more co-Registrars transfer agents and one or more additional Paying Agentspaying agents. HoweverThe term “Registrar” includes any co-registrar, for so long as the Notes are admitted to listing on the Official List on the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market term “Transfer Agent” includes any co-transfer agent and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notice of the change in a term “Paying Agent” includes any additional paying agent in a daily newspaper with general circulation in Luxembourg or on the Luxembourg Stock Exchange’s websiteagents. The Issuer or may change any of its Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Eight. The Issuer has appointed (i) the office of The Bank of New York Mellon, acting through its London branch, located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in London, England (the “Principal Paying Agent”) and the Registrar and agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A. located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in Luxembourg (the “Luxembourg Paying Agent”). Each of the Principal Paying Agent, the Transfer Agent or Registrar and the Luxembourg Paying Agent has accepted such appointment. The Issuer undertakes 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 or any other Directive implementing the conclusions of the European Council of Economic and Finance Ministers (“ECOFIN”) meeting of November 26-27, 2000 or any law implementing or complying with or introduced in order to conform to such Directive. The Paying Agent shall comply with all backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Notes (including the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). Subject without prior notice 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 which, subject to such reasonable regulations 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, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agentHolder. The Issuer shall notify the Trustee in writing of the name and address of any such agentAgent not a party to this Indenture. If the Issuer fails 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 7.06such. The Issuer shall make payments or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints (i) Elavon Financial Services DAC, UK Branch to act as the Paying Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar. For so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Notes Exchange Market thereof and the rules of the Irish Stock Exchange so require, the Issuer will post a notice of any change of paying agent, registrar or transfer agent with respect to the common depositary as Notes on the registered holder official website of the Global Notes. The Issuer shall make all payments Irish Stock Exchange to the extent required and in same day fundsa manner permitted by such rules.

Registrar, Transfer Agent and Paying Agent. (a) The Issuer shall maintain an office or agency where Notes may be presented for the registration of the Notes and of their transfer or exchange (the “Registrar”), ) and an office or agency where Notes may be transferred presented for transfer or exchanged exchange (the “Transfer Agent”), an office ) or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuer in respect ). The Registrar shall keep a register of the Notes may be served. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer shall also maintain a Transfer Agent of their transfer and Paying Agent in Luxembourg so long as the Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Marketexchange. The Issuer may appoint one or more Transfer Agents, have one or more co-Registrars registrars and one or more additional transfer and paying agents. The terms “Paying Agents. HoweverAgent” and “Transfer Agent” include any additional paying agent or transfer agent, for so long as the Notes are admitted to listing on the Official List on the Luxembourg Stock Exchange and admitted to trading on the Euro MTN Market applicable, and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish notice of the change in a paying agent in a daily newspaper with general circulation in Luxembourg or on the Luxembourg Stock Exchange’s website. The Issuer or term “Registrar” includes any of its Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Eight. The Issuer has appointed (i) the office of The Bank of New York Mellon, acting through its London branch, located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in London, England (the “Principal Paying Agent”) and the Registrar and agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A. located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in Luxembourg (the “Luxembourg Paying Agent”). Each of the Principal Paying Agent, the Registrar and the Luxembourg Paying Agent has accepted such appointment. The Issuer undertakes 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 or any other Directive implementing the conclusions of the European Council of Economic and Finance Ministers (“ECOFIN”) meeting of November 26-27, 2000 or any law implementing or complying with or introduced in order to conform to such Directive. The Paying Agent shall comply with all backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Notes (including the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). 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 which, subject to such reasonable regulations 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, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelledregistrars. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The Such 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 such agent. If the Issuer 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 7.067.07. The Issuer, the Company or any Wholly Owned Subsidiary may act as Registrar, Paying Agent or Transfer Agent. The Registrar 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 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 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 Issuer initially appoints Deutsche Bank Luxembourg S.A., in Luxembourg, who accepts such appointment, as Registrar. In addition, the Issuer undertakes that it will ensure, to the extent 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 make payments 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 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 the Trustee that the Trustee shall serve as the applicable Agent until the appointment of a successor in accordance with clause (i) above. Any Agent may resign by providing 30 days’ written notice to the Issuer and the Trustee. In addition, for so long as the Notes are listed on the Global Notes 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, the 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 common depositary as extent and in the registered holder manner permitted by such rules, post such notice on the official website of the Global Notes. The Issuer shall make all payments in same day fundsLuxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇).

Registrar, Transfer Agent and Paying Agent. (a) The Issuer shall will maintain an office one or agency more paying agents for the registration Securities in (i) the Grand Duchy of the Notes and of their transfer or exchange Luxembourg (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Luxembourg Paying Agent”) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer shall also maintain a Transfer Agent and Paying Agent in Luxembourg so for as long as the Notes Securities are admitted to listing listed on the Official List of the Luxembourg Stock Exchange and admitted to trading traded on the Euro MTN MTF Market, and (ii) London, United Kingdom (the “Principal Paying Agent” and together with the Luxembourg Paying Agent, the “Paying Agents”). The initial Paying Agents are expected to be Deutsche Bank Luxembourg S.A. in the Grand Duchy of Luxembourg and Deutsche Bank AG, London Branch in London. The Paying Agents also will act as transfer agent (the “Transfer Agent”). The Transfer Agent is responsible for, among other things, facilitating any transfers or exchanges of beneficial interests in different global notes between holders. Each of the US-DOCS\124080491.2 Registrar, the Paying Agents and the Transfer Agent shall act at the appointment and as agent of the Issuer and shall have no duty or obligation to the Holders. (b) The Issuer also will maintain one or more registrars. The initial Registrar is expected to be Deutsche Bank Luxembourg S.A. The Registrar will maintain a register reflecting ownership of Definitive Securities outstanding from time to time and will make payments on Definitive Securities on behalf of the Issuer. (c) The Issuer may appoint one or more Transfer change the Paying Agents, one the Transfer Agent or more co-Registrars and one or more additional Paying Agentsthe Registrar without prior notice to the holders. However, for For so long as the Notes Securities are admitted to listing listed on the Official List on of the Luxembourg Stock Exchange and admitted to trading traded on the Euro MTN MTF Market and the rules of the Luxembourg Stock Exchange this exchange so require, the Issuer will publish a notice of the any change of Paying Agent, Transfer Agent or Registrar in a paying agent in newspaper having a daily newspaper with general circulation in the Grand Duchy of Luxembourg (currently expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange’s websiteExchange (▇▇▇.▇▇▇▇▇▇.▇▇). The Issuer or any of its Subsidiaries may act hereby initially appoints Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent. Deutsche Bank Luxembourg S.A., Registrar, co-Registrar, Paying Agent hereby accepts such initial appointment and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Eighthereby confirms that such initial appointment is acceptable to them. The Issuer has appointed hereby initially appoints Deutsche Bank AG, London Branch, as Principal Paying Agent. Deutsche Bank AG, London Branch, hereby accepts such initial appointment and the Issuer hereby confirms that such initial appointment is acceptable to them. (d) The Issuer shall maintain (i) the an office or agency where Securities may be presented for registration of The Bank of New York Mellon, acting through its London branch, located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in London, England transfer or for exchange (the “Principal Paying AgentRegistrar”) and the Registrar and agent for service of notices and demands in connection with the Notes ), and (ii) the an office of The Bank of New York Mellon or agency (Luxembourg) S.A. located at the address set forth in Section 12.02(a) as Transfer Agent and Paying Agent in Luxembourg (the “Luxembourg Paying Agent”). Each of including the Principal Paying Agent, the Registrar and the Luxembourg Paying Agent has accepted such appointment) where Securities may be presented for payment. The Issuer undertakes 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 or any other Directive implementing the conclusions of the European Council of Economic and Finance Ministers (“ECOFIN”) meeting of November 26-27, 2000 or any law implementing or complying with or introduced in order to conform to such Directive. The Paying Agent shall comply with all backup withholding tax and information reporting requirements under the U.S. Internal Revenue Code of 1986, as amended and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under the Notes (including the collection of U.S. Internal Revenue Service Forms W-8 and W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and 1096). 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 which, subject to such reasonable regulations 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, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record register of the Securities and of their transfer and exchange (the “Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelledRegister”). The Issuer shall may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. (e) The Issuer may enter into an appropriate agency agreement with any Paying Agent Registrar, Transfer Agent, or co-Registrar paying agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Registrar Registrar, Transfer Agent, or Paying Agentpaying agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.067.07. The Issuer shall make payments on the Global Notes or any of its domestically organized Wholly Owned Subsidiaries may act as paying agent, Registrar, or Transfer Agent. (f) The Issuer may remove any Registrar, Transfer Agent, or paying agent upon written notice to such Registrar, Transfer Agent, or paying agent and to the common depositary Trustee; 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 Issuer and such successor Registrar, Transfer Agent, or paying agent, as the registered holder case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar, Transfer Agent, or paying agent until the appointment of the Global Notesa 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. US-DOCS\124080491.2 The rights, powers, duties, obligations and actions of each agent under this Indenture are several and not joint or joint and several, and each agent hereunder shall make all payments only be obligated to perform the duties set out in same day fundsthis Indenture and shall have no implied duties.