Common use of Deutsche Bank Luxembourg S Clause in Contracts

Deutsche Bank Luxembourg S. A. in Luxembourg as an additional Paying Agent and transfer agent, in each case until such time as either such entity has resigned or a successor has been appointed. In the event that a Paying Agent or transfer agent is replaced, the Company will (so long as the Notes are Global Notes) provide written notice thereof to the Trustee and will also provide notice thereof published in a leading newspaper having general circulation in New York City (which is expected to be THE WALL STREET JOURNAL) and (if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require) published in a newspaper having a general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT) or (in the case of Definitive Notes) in addition to such publication, mailed by first-class mail to each Holder's registered address. The Company may change the Paying Agent or the Registrar without prior notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent or Registrar in respect of the Notes; PROVIDED, HOWEVER, that if and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company will publish notice of the change in Paying Agent and Registrar in a daily newspaper with general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT). The Company agrees that if and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company shall maintain a co-Registrar in Luxembourg and hereby initially appoints Deutsche Bank Luxembourg S.A. as a co-Registrar. Payment of principal will be made upon the surrender of Definitive Notes at the office of the Paying Agent, including, if any, the Paying Agent in Luxembourg. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any transfer agent, including, if any, the transfer agent in Luxembourg. In all circumstances, the Company shall ensure that the Paying Agent shall be located outside Ireland. In addition, the Company hereby undertakes that, if the conclusions of the ECOFIN Council meeting of 26-27 November 2000 are implemented, the Company will ensure that it maintains a paying agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to the Directive. For the avoidance of doubt, upon the issuance of Definitive Notes, Holders will be able to receive principal and interest on the Notes and will be able to transfer Definitive Notes at the Luxembourg office of such paying and transfer agent, subject to the right of the Company to mail payments in accordance with the terms of this Indenture. Claims against the Company for payment of principal, interest, Additional Amounts, if any, and Liquidated Damages, if any, on the Notes will become void unless presentment for payment is made (where so required herein) within, in the case of principal, Additional Amounts, if any, and Liquidated Damages, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original payment date therefor.

Deutsche Bank Luxembourg S. A. in Luxembourg as an additional Paying Agent and transfer agent, in each case until such time as either such entity has resigned or a successor has been appointed. In the event that a Paying Agent or transfer agent is replaced, the Company will (so long as the Notes are Global Notes) provide written notice thereof to the Trustee and will also provide notice thereof published in a leading newspaper having general circulation in New York City (which is expected to be THE WALL STREET JOURNAL) and (if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require) published in a newspaper having a general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT) or (in the case of Definitive Notes) in addition to such publication, mailed by first-class mail to each Holder's registered addressaccordance with Section 11.2. The Company may change the Paying Agent or the Registrar without prior notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent or Registrar in respect of the Notes; PROVIDEDprovided, HOWEVERhowever, that if and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company will publish notice of the change in Paying Agent and Registrar in a daily newspaper with general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORTLuxemburger Wort). The Company agrees that if and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company shall maintain a co-Registrar in Luxembourg and hereby initially appoints Deutsche Bank Luxembourg S.A. as a co-Registrar. Payment of principal will be made upon the surrender of Definitive Notes at the office of the Paying Agent, including, if any, the Paying Agent in Luxembourg. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any transfer agent, including, if any, the transfer agent in Luxembourg. In all circumstances, the Company shall ensure that the Paying Agent shall be located outside Ireland. In addition, the Company hereby undertakes that, if the conclusions of the ECOFIN Council meeting of 26-27 November 2000 are implemented, the Company will ensure that it maintains will maintain a paying agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to the Directive. For the avoidance of doubt, upon the issuance of Definitive Notes, Holders will be able to receive principal and interest on the Notes and will be able to transfer Definitive Notes at the Luxembourg office of such paying and transfer agent, subject to the right of the Company to mail payments in accordance with the terms of this Indenture. Claims against the Company for payment of principal, interest, interest and Additional Amounts, if any, and Liquidated Damages, if any, on the Notes will become void unless presentment for payment is made (where so required herein) within, in the case of principal, principal and Additional Amounts, if any, and Liquidated Damages, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original payment date therefor.

Deutsche Bank Luxembourg S. A. in Luxembourg is hereby initially appointed as an additional Paying Agent note registrar (the “Registrar”) for the purpose of registering Notes and transfer agenttransfers of Notes as herein provided If at any time, in each case until such time as either such entity has resigned or a successor has been appointed. In the event that a Paying Agent or transfer agent is replaced, the Company will (and for so long as the Notes are Global Notes) provide written notice thereof to the Trustee and will also provide notice thereof published in a leading newspaper having general circulation in New York City (which is expected to be THE WALL STREET JOURNAL) and (if and so long as as, the Notes are listed on the official list of the Luxembourg Stock Exchange or such other securities exchange and the rules of the Luxembourg Stock Exchange or such stock other securities exchange shall so require) published in a newspaper having a general circulation , the Company shall maintain an office or agency in Luxembourg (which is expected the “Luxembourg Paying Agent”) where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to be or upon the LUXEMBURGER WORT) or (in the case of Definitive Notes) in addition to such publication, mailed by first-class mail to each Holder's registered address. The Company may change the Paying Agent or the Registrar without prior notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent or Registrar in respect of the Notes; PROVIDEDNotes and this Indenture may be served. The Luxembourg Paying Agent, HOWEVERif any, that if shall be the Paying Agent and Registrar with respect to the Notes in Luxembourg, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. If the Notes are listed on any securities exchange other than the Luxembourg Stock Exchange, the Company shall satisfy any requirement of such other securities exchange as to paying agents and note registrars. If at any time and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of or such exchange so require, the Company will publish notice of the change in Paying Agent and Registrar in a daily newspaper with general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT). The Company agrees that if and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so requireother securities exchange, the Company shall maintain publish a co-notice of any change of Paying Agent or Registrar in Luxembourg a newspaper having a general circulation in Luxembourg. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and hereby initially appoints Deutsche Bank Luxembourg S.A. to the Trustee; provided, however, that no such removal shall become effective until, if applicable, acceptance of an appointment by a successor as a co-Registrar. Payment of principal will be made upon evidenced by an appropriate agreement is entered into by the surrender of Definitive Notes at the office of the Company and such successor Registrar or Paying Agent, includingas the case may be, if any, and delivered to the Trustee. A Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee. The Company will use its best efforts to maintain a Paying Agent in Luxembourg. In the case of a transfer of a Definitive Note in part, upon surrender member state of the Definitive Note European Union that will not be obliged to be transferred, a Definitive Note shall be issued withhold or deduct tax pursuant to any law implementing or complying with or introduced in order to conform to any European Council Directive on the transferee in respect taxation of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any transfer agent, including, if any, the transfer agent in Luxembourg. In all circumstances, the Company shall ensure that the Paying Agent shall be located outside Ireland. In addition, the Company hereby undertakes that, if savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 are implemented, the Company will ensure that it maintains a paying agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to the Directive. For the avoidance of doubt, upon the issuance of Definitive Notes, Holders will be able to receive principal and interest on the Notes and will be able to transfer Definitive Notes at the Luxembourg office of such paying and transfer agent, subject to the right of the Company to mail payments in accordance with the terms of this Indenture. Claims against the Company for payment of principal, interest, Additional Amounts, if any, and Liquidated Damages, if any, on the Notes will become void unless presentment for payment is made (where so required herein) within, in the case of principal, Additional Amounts, if any, and Liquidated Damages, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original payment date therefor2000.

Deutsche Bank Luxembourg S. A. 0, Xxxxxxxxx Xxxxxx Xxxxxxxx L-1115 Luxembourg Grand Duchy of Luxembourg Attention: Lux Registrar Fax: +000 000 000 if to the Collateral Trustee: Credit Suisse AG, Cayman Islands Branch Eleven Madison Avenue, 6th Floor Xxx Xxxx, XX 00000 Xxxxxx Xxxxxx Attention: Loan Operations – Boutique Management Fax: +0 000-000-0000 Each of the Issuer or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications. Any notice or communication sent to a Holder of (i) Definitive Registered Notes shall be in Luxembourg writing and shall be made by first-class mail, postage prepaid, or by hand delivery to the Holder at the Holder’s address as an additional Paying Agent it appears on the registration books of the Registrar, or (ii) Global Notes shall be delivered to the Depositary, Euroclear and transfer agentClearstream, as applicable, for communication to entitled account holders, in each case until such time as either such entity has resigned or with a successor has been appointedcopy to the Trustee. In the event that a Paying Agent or transfer agent is replaced, the Company will (For so long as the Notes are Global Notes) provide written notice thereof to the Trustee and will also provide notice thereof published in a leading newspaper having general circulation in New York City (which is expected to be THE WALL STREET JOURNAL) and (if and so long as any of the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require) published in a newspaper having a general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT) or (in the case of Definitive Notes) in addition to such publication, mailed by first-class mail to each Holder's registered address. The Company may change the Paying Agent or the Registrar without prior notice to the Holders. The Company or any of its Subsidiaries may act as Paying Agent or Registrar in respect of the Notes; PROVIDED, HOWEVER, that if and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company will publish notice notices of the change in Paying Agent and Registrar Issuer or KP Parent with respect to the Notes will be published in a daily newspaper with general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORTLuxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx). The Company agrees that if and In addition, for so long as any Notes are represented by Global Notes, all notices to Holders of the Notes will be delivered by or on behalf of the Issuer to Euroclear and Clearstream. If and so long as any Notes are listed represented by one or more Global Notes and ownership of book-entry interests therein are shown on the Luxembourg Stock Exchange and records of Euroclear or Clearstream or any successor securities clearing agency appointed by the rules Depositary at the request of the Issuer, notices will be delivered to such securities clearing agency for communication to the owners of such exchange so requirebook-entry interests. Notices given by first-class mail, the Company shall maintain a co-Registrar in Luxembourg and hereby initially appoints Deutsche Bank Luxembourg S.A. as a co-Registrar. Payment of principal postage prepaid, will be made upon deemed given five calendar days after mailing. Notices given by publication will be deemed to have been given on the surrender date of Definitive Notes at the office of the Paying Agent, includingsuch publication or, if anypublished more than once on different dates, on the Paying Agent in Luxembourg. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any transfer agent, including, if any, the transfer agent in Luxembourg. In all circumstances, the Company shall ensure that the Paying Agent shall be located outside Ireland. In addition, the Company hereby undertakes first date on which publication is made; provided that, if the conclusions of the ECOFIN Council meeting of 26-27 November 2000 notices are implementedmailed, the Company will ensure that it maintains a paying agent in a European Union member state that will not such notice shall be obliged deemed to withhold or deduct tax pursuant to the Directive. For the avoidance of doubt, upon the issuance of Definitive Notes, Holders will be able to receive principal and interest have been given on the Notes and will be able to transfer Definitive Notes at the Luxembourg office later of such paying publication and transfer agent, subject to the right of the Company to mail payments in accordance with the terms of this Indenture. Claims against the Company for payment of principal, interest, Additional Amounts, if any, and Liquidated Damages, if any, on the Notes will become void unless presentment for payment is made (where so required herein) within, in the case of principal, Additional Amounts, if any, and Liquidated Damages, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original payment date therefor.seventh day after being so

Deutsche Bank Luxembourg S. A. at its office in Luxembourg as an additional Paying Agent, Transfer Agent and transfer agentRegistrar in Luxembourg. Each hereby accepts such appointments. The Transfer Agents, Principal Paying Agent, other Paying Agents and co-Registrars 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 case until such time Agent shall only perform those acts and duties as either such entity has resigned 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 successor has been appointedPaying Agent’s obligation to dis- xxxxx any funds shall be subject to prior receipt by it of those funds to be disbursed. In the event that The Issuer shall maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or transfer agent is replaceddeduct tax pursuant to the European Union Directive 2003/48/EC (as amended from time to time) or any other directive implementing the conclusions of the ECOFIN Council meeting on 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 Issuer may change the Paying Agents, the Company will (so long as Registrars or the Notes are Global Notes) provide written notice thereof Transfer Agents without prior no- xxxx to the Trustee and will also provide notice thereof published in a leading newspaper having general circulation in New York City (which is expected to be THE WALL STREET JOURNAL) and (if and Holders. For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange Ex- change and admitted to trading on the Euro MTF Market and the rules of such stock exchange shall the Luxembourg Stock Ex- change so require) published , the Issuer shall publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a the Luxemburger Wort or another newspaper having a general circulation in Luxembourg (which is expected or, to be the LUXEMBURGER WORT) or (extent and in the case manner permitted by such rules, post such notice on the official website of Definitive Notesthe Lux- embourg Stock Exchange. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a reg- ister (the “Security Register”) at its corporate trust office in addition which, subject to such publicationreasonable regulations it may prescribe, mailed by first-class mail to each Holder's registered address. The Company may change the Paying Agent or Issuer shall provide for the Registrar without prior notice to the Holders. The Company or any registration of its Subsidiaries may act as Paying Agent or Registrar in respect ownership, exchange, and transfer of the Notes; PROVIDED, HOWEVER, that if . Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for so long as the Notes are listed on the Luxembourg Stock Exchange shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and the rules of whether such exchange so require, the Company will publish notice of the change in Paying Agent and Registrar in a daily newspaper with general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT). The Company agrees that if and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company shall maintain a co-Registrar in Luxembourg and hereby initially appoints Deutsche Bank Luxembourg S.A. as a co-Registrar. Payment of principal will be made upon the surrender of Definitive Notes at the office of the Paying Agent, including, if any, the Paying Agent in Luxembourghave been replaced. In the case of a transfer the replacement of a Definitive Note in part, upon surrender any of the Definitive Note to be transferredNotes, the applicable Registrar shall keep a Definitive Note shall be issued to the transferee in respect record of the principal amount transferred Note so replaced and a Definitive the Note shall be issued to in replacement thereof. In the transferor in respect case of the balance cancellation of any of the principal amount Notes, the applicable Registrar shall keep a record of the transferred Definitive Note at so canceled and the office of date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any transfer agent, including, if any, the transfer agent in Luxembourg. In all circumstances, the Company shall ensure that the Paying Agent shall be located outside Ireland. In addition, the Company hereby undertakes that, if the conclusions of the ECOFIN Council meeting of 26-27 November 2000 are implemented, the Company will ensure that it maintains or co- Registrar not a paying agent in a European Union member state that will not be obliged party to withhold or deduct tax pursuant to the Directive. For the avoidance of doubt, upon the issuance of Definitive Notes, Holders will be able to receive principal and interest on the Notes and will be able to transfer Definitive Notes at the Luxembourg office of such paying and transfer agent, subject to the right of the Company to mail payments in accordance with the terms of this Indenture. Claims against The agreement shall implement the Company for payment provisions of principalthis Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, interest, Additional Amounts, if any, the Trustee may appoint a suitably qualified and Liquidated Damages, if any, on the Notes will become void unless presentment for payment is made (where so required herein) within, in the case of principal, Additional Amounts, if any, reputable party to act as such and Liquidated Damages, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original payment date thereforshall be entitled to appropriate compensation therefor pursuant to Sec- tion 7.07.

Deutsche Bank Luxembourg S. A. in as Registrar, Transfer and Paying Agent; if the Notes are listed on the Euro MTF Market and the rules of the Luxembourg as an additional Stock Exchange stock exchange so require, the Company will continue to maintain a Paying Agent and transfer agent, in each case until such time as either such entity has resigned or a successor has been appointedThe Grand Duchy of Luxembourg who is reasonably acceptable to the Trustee. In the event that a Paying Agent or transfer agent Registrar is replaced, the Company will (so long as the Notes are Global Notes) provide written notice thereof to the Trustee and will also provide notice thereof published in a leading newspaper having general circulation in New York City (which is expected to be THE WALL STREET JOURNAL) and (thereof, published, if and so long as the Notes are listed on the Luxembourg Stock Exchange Euro MTF Market and the rules of such stock exchange shall the Luxembourg Stock Exchange so require) published , in a leading newspaper having a general circulation in The Grand Duchy of Luxembourg (which is expected to be the LUXEMBURGER WORTLuxemburger Wort) or (or, to the extent and in the manner permitted by the rules of the Luxembourg Stock Exchange, post such notice on the official website of the Luxembourg Stock Exchange and, in the case of Definitive Notes) , in addition to such publication, mailed by first-class mail to each Holder's holder’s registered address, as it appears on the register of the Notes held by the Registrar, with a copy to the Trustee. The Company may change the any Registrar or Paying Agent or the Registrar without prior notice to the Holders. The Company or any holders of its Subsidiaries may act the Notes as long as a Luxembourg Paying Agent or Registrar in respect of the Notes; PROVIDED, HOWEVER, that if and for is kept so long as the Notes are listed on the Luxembourg Stock Exchange Euro MTF Market and the rules of such exchange so require, the Company will publish notice of the change in Paying Agent and Registrar in a daily newspaper with general circulation in Luxembourg (which is expected to be the LUXEMBURGER WORT). The Company agrees that if and for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company shall maintain a co-Registrar in Luxembourg and hereby initially appoints Deutsche Bank Luxembourg S.A. as a co-Registrar. Payment of principal will be made upon the surrender of Definitive Notes at the office of the any Paying Agent, including, if any, the Paying Agent in The Grand Duchy of Luxembourg. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any transfer agentTransfer Agent, including, if any, the transfer agent Transfer Agent in The Grand Duchy of Luxembourg. In all circumstancesThe Company will also undertake, to the Company shall ensure that the extent possible, to maintain a Paying Agent shall be located outside Ireland. In addition, the Company hereby undertakes that, if the conclusions of the ECOFIN Council meeting of 26-27 November 2000 are implemented, the Company will ensure that it maintains a paying agent in a European Union member state that will not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”). For The Company may change the avoidance Paying Agent or Registrar for the Notes without prior notice to the holders of doubt, upon the issuance of Definitive Notes, Holders will be able to receive principal and interest on the Notes and will be able to transfer Definitive Notes at Company, or any of its subsidiaries, may act as Paying Agent or Registrar for the Luxembourg office of such paying and transfer agentNotes. In the event that a Paying Agent or the Registrar is replaced, subject to the right of the Company to mail payments will provide notice thereof in accordance with the terms of this Indentureprocedures set forth in Section 1.6. Claims against the Company for payment of principal, interest, interest and Additional Amounts, if any, and Liquidated Damages, if any, on the Notes will become void unless presentment for payment is made (where so required herein) within, in the case of principal, principal and Additional Amounts, if any, and Liquidated Damages, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the applicable original date of payment date therefor. The obligations of the Agents are several and not joint.