Common use of Maintenance of Office or Agency Clause in Contracts

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall Issuer will maintain the offices and the agencies specified in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect Section 2.05. As of the Securities date of this Indenture, such series relating thereto and this Indenture may offices shall be served. If Securities of a series are issuable as Bearer Securitiesset out in Section 2.05 and, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or at any other stock exchange located outside time, at such other address or addresses as the United States and such stock exchange shall so requireTrustee, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as Registrar may designate from time to time by notice to the case may be, so long as the Securities of such series are listed on such exchangeIssuer. The Company Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency not designated or appointed by the Trustee. If at any time the Company Issuer shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of Office. The Issuer may change the Registrar or a Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at without prior notice to the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designationsHolders; provided, however, that no such designation removal shall become effective until (a) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or rescission shall Paying Agent, as the case may be, and delivered to the Trustee or (b) notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (a) above; provided, further, that in no event may the Issuer appoint a Paying Agent in any manner relieve member state of the Company of its obligation European Union where the Paying Agent would be obliged to maintain an Office withhold or Agency deduct tax in each Place of Payment for Securities of connection with any series for such purposespayment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Company shall give prompt Registrar or Paying Agent may resign by providing thirty (30) days’ written notice to the Trustee of any such designation or rescission Issuer and of any change in the location of any such other Office or AgencyTrustee. Unless otherwise provided in or pursuant to this IndentureIn addition, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities Notes are admitted to trading on the Global Exchange Market, the Issuer shall publish notice of any series (i) are denominated the change in a Foreign Currency the Registrar or (ii) may be payable Paying Agent to the extent and in a Foreign Currencythe manner permitted by the rules and regulations of the Irish Stock Exchange, or so long as it is required under any other provision posted on the official website of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentIrish Stock Exchange.

Maintenance of Office or Agency. The (a) If Securities of a series are issuable only as Securities, the Company shall will maintain in each Place of Payment for any such series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If The Company will maintain (i) in the Borough of Manhattan, The City of New York, an office or agency where any Securities may be presented or surrendered for payment, where any Securities may be surrendered for registration of transfer, where Securities of a that series are issuable as Bearer Securitiesmay be surrendered for exchange, where notices and demands to or upon the Company shall maintainin respect of the Securities of that series and this Indenture may be served, (ii) subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such that series which is located outside the United States States, an office or agency where Securities of such that series and any Coupons appertaining thereto may be presented and surrendered for paymentpayment (including payment of any additional amounts payable on Securities of that series, if any); provided, however, that if the Securities of such that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (iii) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States, an office or agency where any Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes. The Company will give prompt written notice to the Trustee and the Holders of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee same as its agent to receive all such respective presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required a city located outside the United States, as the case may beStates required by such stock exchange, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New YorkUnited States designated for such purpose, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictionsrestrictions (in which case the Company shall so notify the Trustee in writing). The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation obligations to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this IndentureIndenture (including, without limitation, pursuant to Section 301 with respect to the Securities of any series), the Company hereby designates the place where the Trustee shall from time to time maintain its Corporate Trust Office as the Place of Payment Company’s Office or Agency for such purpose and initially appoints the Trustee as the Security Registrar for each series of Securities and, if the Borough Securities of Manhattanany series are convertible into or exchangeable for Common Shares or other securities or property, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as conversion or exchange agent, as the Office or Agency case may be, for the Securities of the Company in the Borough of Manhattan, The City of New York for such purposeseries. The Company may subsequently appoint a different or additional Office or Agency and, as provided in Section 305, may remove and replace from time to time the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentSecurity Registrar.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) Notes may be presented or surrendered for payment, where Securities of such series Notes may be surrendered for registration of transfer or exchange, where Securities of such series Notes that are convertible or exchangeable may be surrendered for conversion or exchangeconversion, if applicable, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto Notes and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series Notes are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or Ireland, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Notes in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series Notes are listed on such exchange, and subject to any laws or regulations applicable thereto, in a Place of Payment located outside the United States an office or agency where any Notes may be surrendered for registration of transfer, where Notes may be surrendered for exchange or redemption and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, Trustee and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one different or more other Offices additional offices or Agencies where the Securities of one or more series may agencies to be presented or surrendered maintained for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency obligations described in each Place of Payment for Securities of any series for such purposesthe preceding paragraph. The Company shall will give prompt written notice to the Trustee of any such additional designation or rescission of designation and of any change in the location of any such other Office different or Agency. Unless otherwise provided in additional office or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Debt Securities an Office office or Agency agency where Debt Securities of such series (but not Bearer Securitiesbut, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series relating thereto and this Indenture may be served. If Debt Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Debt Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any additional amounts payable on Debt Securities of such series pursuant to Section 1006); provided, however, that if the Debt Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Debt Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and or demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive all presentations, surrenders, notices and demands, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1006) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demandsSection 301(5). Except as otherwise provided in or pursuant to this Indenture, no No payment of principalprincipal of, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, of and any premium or and interest denominated in Dollars (including additional amounts payable in respect thereof) on and any Additional Amounts with respect to any such Bearer Security may be made at the Corporate Trust Office of the Trustee an office or any Office or Agency agency of, and designated by by, the Company located in the Borough of Manhattan, The City of New York, United States if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts additional amounts in Dollars at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictionsrestrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 301 with respect to any series of Debt Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check in the currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account in such currency maintained by the payee with a bank located outside the United States. The Company may also from time to time designate one or more other Offices offices or Agencies agencies (in or outside of such Place of Payment) where the Debt Securities of one or more series and any appurtenant coupons (subject to the preceding paragraph) may be presented or surrendered for any or all such purposes purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series of Debt Securities for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company and the Guarantor shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company or the Guarantor in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company and the Guarantor shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company and the Guarantor shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company or the Guarantor shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company and the Guarantor hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company and the Guarantor in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company and the Guarantor in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company and the Guarantor may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company or the Guarantor of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company and the Guarantor shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company and the Guarantor hereby designates designate as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints appoint the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company and the Guarantor may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place by Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture maybe served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.01, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by Company's Paying Agent located within the Company in the Borough of Manhattan, The City of New YorkUnited States, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency an agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.13.01, if the Trustee shall initially serve as Paying Agent. If and so long as the Securities of any series (i) are denominated in a Foreign Currency currency other than Dollars or (ii) may be payable in a Foreign Currencycurrency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, Securities or as so required, at least one exchange rate agentan Exchange Rate Agent.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States States, where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons unless otherwise specified in the Supplemental Indenture for such Series, may be presented and surrendered for payment and conversion at the place offices specified for in the purpose with respect to such Securities as provided Security, in or pursuant to this IndentureLondon, England, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except demands (provided, however, that the foregoing appointment shall not impose or imply any obligation on the part of the Trustee to maintain any office for any such purposes other than the Corporate Trust Office.) Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office an office of the Trustee or any Office or Agency designated by a Paying Agent of the Company in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Subject to the preceding paragraphs, the Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as Paying Agent. The Paying Agent may make reasonable rules not inconsistent herewith for the Securities performance of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentits functions.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series, which is located outside the United States, where Securities of that series and related coupons may be presented and surrendered for payment; and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if exchange and where notices and demands to or upon the Company in respect of the Securities of such that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case this Indenture may be, so long as the Securities of such series are listed on such exchangebe served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office an office of the Trustee or any Office or Agency designated by a Paying Agent of the Company in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Subject to the preceding paragraphs, the Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as Paying Agent. The Paying Agent may make reasonable rules not inconsistent herewith for the Securities performance of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentits functions.

Maintenance of Office or Agency. The If Securities of a series are issuable only as Registered Securities, the Company shall maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for paymentpayment or conversion, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such that series that are convertible or exchangeable may be surrendered for conversion converted or exchangeexchanged in accordance with Article Sixteen, and where notices and demands to or upon the Company and each Security Guarantor in respect of the Securities of such that series relating thereto and this Indenture and any Security Guarantee may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all of such purposes purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment accordance with the requirements set forth above for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to Section 3.1301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, premium or interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to on, any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, premium or interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions, and the Company has delivered to the Trustee an opinion of counsel to that effect. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints appoint the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by Company's Paying Agent located within the Company in the Borough of Manhattan, The City of New YorkUnited States, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentPaying Agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The the London Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York as the Company's Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purposepurpose and as Security Registrar. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York and a different Security Registrar for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentPaying Agent.

Maintenance of Office or Agency. The Company and the Guarantor shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series series, and Guarantees with respect thereto (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) ), may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be presented and surrendered for in the event of a conversion or exchange, and where notices and demands to or upon the Company and the Guarantor in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company and the Guarantor shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto thereto, and Guarantees with respect thereto, may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company and the Guarantor shall maintain a Paying Agent and a Conversion Agent, if applicable, in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company and the Guarantor shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address addresses thereof, such presentations, surrenders, notices and demands may only be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto thereto, and Guarantees with respect thereto, may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company and the Guarantor hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest Interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest Interest on and any Additional Amounts with respect to any such Security Security, or the Guarantees with respect thereto, may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest Interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company and the Guarantor in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company and the Guarantor may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series series, and the Guarantees endorsed thereon, may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company or the Guarantor of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company and the Guarantor shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company and the Guarantor hereby designates designate as the Place of Payment for each series of Securities and the Guarantees endorsed thereon, the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Company's or the Guarantor's Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company and the Guarantor may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series, and the Guarantees endorsed thereon. Unless otherwise specified with respect to any Securities pursuant to Section 3.1301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company and the Guarantor will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company Issuers shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company Issuers in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company Issuers shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company Issuers shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company Issuers shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company Issuers hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company Issuers in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company Issuers in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company Issuers may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuers of its their obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company Issuers hereby designates designate as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company Issuers in the Borough of Manhattan, The City of New York for such purpose. The Company Issuers may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company Issuers will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securitiesbut, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any additional amounts payable on Securities of such series pursuant to Section 10.05); provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the principal Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such the presentations, surrenders, notices and demands. Except as otherwise provided in or , except that Bearer Securities of that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to this Indenture, no Section 10.05) at the place specified for the purpose pursuant to Section 3.01(5). No payment of principal, principal of (or premium, interest if any) or Additional Amounts with respect to interest, if any, on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, of and any premium or and interest denominated in Dollars (including additional amounts payable in respect thereof) on and any Additional Amounts with respect to any such Bearer Security may be made at the Corporate Trust Office of the Trustee an office or any Office or Agency agency of, and designated by by, the Company located in the Borough of Manhattan, The City of New York, United States if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts additional amounts in Dollars at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictionsrestrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check in the Currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account in such Currency maintained by the payee with a bank located outside the United States. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company Issuers shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company Issuers in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company Issuers shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company Issuers shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company Issuers shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company Issuers hereby appoints appoint the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company Issuers in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company Issuers in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company Issuers may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuers of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company Issuers hereby designates designate as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company Issuers in the Borough of Manhattan, The City of New York for such purpose. The Company Issuers may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company Issuers will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securitiesbut, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. The Company initially hereby appoints the Trustee, its office or agency for each of said purposes. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any additional amounts payable on Securities of such series pursuant to Section 1004); provided, however, however that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureSection 301 or, if no such place is specified, at the main office of the Trustee in London, and the Company hereby appoints the Trustee as its agent to receive all such respective presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no No payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, of and any premium or and interest in U.S. dollars (including additional amounts payable in respect thereof) on and any Additional Amounts with respect to any such Bearer Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, York if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts additional amounts at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment in accordance with the requirements set forth above for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any such series of Securities an Office office or Agency agency where Debt Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Debt Securities of such that series may be surrendered for registration of transfer or exchange, where Debt Securities of such that series that are convertible or exchangeable may be surrendered for conversion or exchangeconversion, if applicable, and where notices and demands to or upon the Company in respect of the Debt Securities of such that series relating thereto and this Indenture may be served. If the Debt Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Debt Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Debt Securities of such that series are listed on such exchange, and subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Debt Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for exchange or redemption and where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, Trustee and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one different or more other Offices additional offices or Agencies where the Securities of one or more series may agencies to be presented or surrendered maintained for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency obligations described in each Place of Payment for Securities of any series for such purposesthe preceding paragraph. The Company shall will give prompt written notice to the Trustee of any such additional designation or rescission of designation and of any change in the location of any such other Office different or Agency. Unless otherwise provided in additional office or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities (which Place of Payment shall include a location in the Borough of Manhattan, The City of New York, State of New York) an Office or Agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for paymentpayment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1004); provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, Trustee except that Bearer Securities of such that series and any Coupons appertaining thereto may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureSection 301, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office or Agency of the Company in the United States or by United States Dollar check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, of and any premium or and interest on and any in United States dollars (including Additional Amounts with payable in respect to thereof) on any such Bearer Security may be made at the Corporate Trust Office of the The Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, York if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission -------- ------- shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency for such purpose. Pursuant to Section 301(10) of this Indenture, the Company may subsequently appoint an additional or different place or places in the Borough of Manhattan, The City of New York for where such purpose. The Company Securities may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesbe payable. Unless otherwise specified with respect to any Securities pursuant to Section 3.1in an Officers' Certificate, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or hereby appoints the Trustee as so required, at least one exchange rate agentits Paying Agent hereunder.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series that series, which is located outside the United States States, where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office an office of the Trustee or any Office or Agency designated by a Paying Agent of the Company in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Subject to the preceding paragraphs, the Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as Paying Agent. The Paying Agent may make reasonable rules not inconsistent herewith for the Securities performance of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentits functions.

Maintenance of Office or Agency. The Company and the Guarantor shall maintain in each Place of Payment for any series of Securities Securities, an Office or Agency where Securities of such series series, and Guarantees with respect thereto (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Registered Securities of such series that are convertible or exchangeable may be surrendered for conversion, where Bearer Securities may be surrendered for conversion or exchange, in the circumstances described below (and not otherwise) and where notices and demands to or upon the Company and the Guarantor in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment and Place of Conversion for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto thereto, and Guarantees with respect thereto, may be presented and surrendered for paymentpayment or conversion; provided, however, that if the Securities of such series are listed -------- ------- on The the London Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent and a Conversion Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company and the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company or the Guarantor shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto thereto, and Guarantees with respect thereto, may be presented and surrendered for payment or conversion at the place specified for the that purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company and the Guarantor hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities (including payments by reason of the conversion thereof) shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that if amounts owing with -------- ------- respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security Security, or Guarantees with respect thereto, may be made made, and any Bearer Securities may be surrendered for conversion, at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts Amounts, or surrender of Bearer Securities for conversion, at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictionsrestrictions on the full payment or receipt of such amounts in Dollars as determined by the Company, or on surrender of any Bearer Securities for conversion. The Company and the Guarantor may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series series, and Guarantees endorsed thereon, may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, -------- ------- that no such designation or rescission shall in any manner relieve the Company or the Guarantor of its obligation to maintain an Office or Agency in each Place of Payment and Place of Conversion for Securities of any series for such purposes. The Company and the Guarantor shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company and the Guarantor hereby designates designate as the Place of Payment and the Place of Conversion for each series of Securities (other than those issued as Bearer Securities) and the Guarantees endorsed thereon, the Borough of Manhattan, The City of New York, and initially appoints appoint the Corporate Trust Office of the Trustee as the Company's and the Guarantor's Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company and the Guarantor may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series, and the Guarantees endorsed thereon. Unless otherwise specified with respect to any Securities provided in or pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will and the Guarantor hereby designate as the Place of Payment and the Place of Conversion for Bearer Securities and the Guarantees endorsed thereon, to be London, England, and initially appoint the office of the Trustee in London as the Office or Agency for such purpose and initially appoint the office of the Trustee in London as its Paying Agent in London. If at any time the Company shall fail to maintain with respect to each any such series of Securitiesrequired office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee, except that Bearer Securities and Coupons may be presented and surrendered for payment and conversion to the Paying Agent in London at its office in the City of London, England or other Paying Agent or Conversion Agent outside the United States, and the Company hereby appoints the Paying Agent in London as so requiredits agent to receive such respective presentations, at least one exchange rate agentsurrenders, notices and demands.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company Company, except as otherwise permitted or required in or pursuant to this Indenture or the related Series Authorization shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureIndenture or the related Series Authorization, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this IndentureIndenture or the related Series Authorization, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by wire transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this IndentureIndenture or the related Series Authorization, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.13.01, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; providedPROVIDED, howeverHOWEVER, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place by Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture maybe served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.01, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; providedPROVIDED, howeverHOWEVER, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by Company's Paying Agent located within the Company in the Borough of Manhattan, The City of New YorkUnited States, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency an agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.13.01, if the Trustee shall initially serve as Paying Agent. If and so long as the Securities of any series (i) are denominated in a Foreign Currency currency other than Dollars or (ii) may be payable in a Foreign Currencycurrency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, Securities or as so required, at least one exchange rate agentan Exchange Rate Agent.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any such series of Securities an Office office or Agency agency where Debt Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Debt Securities of such that series may be surrendered for registration of transfer or exchange, where Debt Securities of such that series that are convertible or exchangeable may be surrendered for conversion or exchangeconversion, if applicable, and where notices and demands to or upon the Company in respect of the Debt Securities of such that series relating thereto and this Indenture may be served. If the Debt Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or Ireland, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Debt Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Debt Securities of such that series are listed on such exchange, and subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States an office or agency where any Debt Securities of that series may be surrendered for registration of transfer, where Debt Securities of that series may be surrendered for exchange or redemption and where notices and demands to or upon the Company in respect of the Debt Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, Trustee and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one different or more other Offices additional offices or Agencies where the Securities of one or more series may agencies to be presented or surrendered maintained for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency obligations described in each Place of Payment for Securities of any series for such purposesthe preceding paragraph. The Company shall will give prompt written notice to the Trustee of any such additional designation or rescission of designation and of any change in the location of any such other Office different or Agency. Unless otherwise provided in additional office or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States States, where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentPaying Agent.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any such series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, as the Place of Payment for each series of Securities and initially appoints the Corporate Trust Office Trustee, at its offices which on the date of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, this Indenture are located at The City Bank of New York for such purpose. The Company may subsequently appoint a different Office or Agency Mellon Trust Company, N.A., 000 Xxxxxxx Xxxxxx, Floor 8W, New York, New York 10286, as the Company’s agency in the Borough of Manhattan, The City of New York for the foregoing purposes and as Registrar and Paying Agent. The Company may subsequently appoint a different office or agency in the Borough of Manhattan, The City of New York and a different Registrar and Paying Agent for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for Debt Securities of any series of an office or agency where such Debt Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where such Debt Securities of such series may be surrendered for registration of transfer or exchange, where Debt Securities of such a series that are convertible or exchangeable may be surrendered for conversion or exchangeconversion, if applicable, and where notices and demands to or upon the Company in respect of the such Debt Securities of such series relating thereto and this Indenture may be served. If Debt Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or Ireland, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for such Debt Securities in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the such Debt Securities of such series are listed on such exchange, and subject to any laws or regulations applicable thereto, in a Place of Payment for such Debt Securities located outside the United States an office or agency where any such Debt Securities may be surrendered for registration of transfer, where such Debt Securities may be surrendered for exchange or redemption and where notices and demands to or upon the Company in respect of such Debt Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, Trustee and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one different or more other Offices additional offices or Agencies where the Securities of one or more series may agencies to be presented or surrendered maintained for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency obligations described in each Place of Payment for Securities of any series for such purposesthe preceding paragraph. The Company shall will give prompt written notice to the Trustee of any such additional designation or rescission of designation and of any change in the location of any such other Office different or Agency. Unless otherwise provided in additional office or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1004); provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureSection 301, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, of and any premium or and interest on and any in U.S. dollars (including Additional Amounts with payable in respect to thereof) on any such Bearer Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, York if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided set forth in a Board Resolution or pursuant indenture supplemental hereto with respect to this Indenturea series of Securities, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office of the Trustee as the Office Company's office or Agency agency for each of the Company such purposes in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentcity.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company Company, except as otherwise permitted or required in or pursuant to this Indenture or the related Series Authorization shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureIndenture or the related Series Authorization, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this IndentureIndenture or the related Series Authorization, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by wire transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this IndentureIndenture or the related Series Authorization, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, premium or interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to on, any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, premium or interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions, and the Company has delivered to the Trustee an Opinion of Counsel to that effect. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Company's Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Company's Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company Company, except as otherwise permitted or required in or pursuant to this Indenture or the related Series Authorization shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureIndenture or the related Series Authorization, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided permitted or required in or pursuant to this IndentureIndenture or the related Series Authorization, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by wire transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this IndentureIndenture or the related Series Authorization, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company Operating Partnership shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company Operating Partnership and the Guarantor in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company Operating Partnership shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The the London Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company Operating Partnership shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company Operating Partnership will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company Operating Partnership shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and each of the Company Operating Partnership and the Guarantor hereby appoints the Trustee as Registrar, Paying Agent, Transfer Agent and as its agent to receive all such presentations, surrenders, notices and demandsdemands (other than with respect to Bearer Securities). Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company Operating Partnership in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company Operating Partnership in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company Operating Partnership may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Operating Partnership of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company Operating Partnership shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company Operating Partnership hereby designates The City of New York as the a Place of Payment for each series of Securities the Borough of ManhattanSecurities, The City of New York, and initially appoints the Corporate Trust Office of the Trustee in The City of New York as the Operating Partnership’s Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purposepurpose and initially appoints the Trustee as the Security Registrar for each series of Securities and, if the Securities of any series are convertible into or exchangeable for Common Equity or other securities or property, initially appoints the Trustee as conversion or exchange agent, as the case may be, for the Securities of such series. The Company Operating Partnership may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for and, as provided in Section 305, may remove and replace from time to time the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentSecurity Registrar.

Maintenance of Office or Agency. The Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any that series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible exchange or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issuable as Bearer Securities, the Company shall maintain, will maintain (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related interest coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or interest coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Unless otherwise specified as contemplated by Section 3.1, the Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any interest coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any interest coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentPaying Agent.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securitiesbut, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. The Company initially hereby appoints the Trustee, its office or agency for each of said purposes. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any additional amounts payable on Securities of such series pursuant to Section 1004); provided, howeverPROVIDED,, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureSection 301 or, if no such place is specified, at the main office of the Trustee in London, and the Company hereby appoints the Trustee as its agent to receive all such respective presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no No payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; providedPROVIDED, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, that payment of principal of, of and any premium or and interest in U.S. dollars (including additional amounts payable in respect thereof) on and any Additional Amounts with respect to any such Bearer Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, York if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts additional amounts at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, howeverPROVIDED, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment in accordance with the requirements set forth above for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities and Coupons, if any, of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (A) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States States, where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (B) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If Securities of a series are issuable as Convertible Securities, the Company will maintain an office or agency where such Securities may be presented for conversion ("Conversion Agent"). If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no No payment of principal, premium, principal or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company's Paying Agent in the Borough of Manhattan, The the City of New York, New York if (but only if) payment in Dollars of the full amount of such principal, premium, interest or Additional Amounts additional amounts, as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any Coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission recession shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any Coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1004); provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to a Responsible Officer of the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureSection 301, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, of and any premium or and interest in Dollars on and any Additional Amounts with respect to any such Bearer Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, York if (but only if) payment of the full amount of such principal, premium, premium or interest or Additional Amounts at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided set forth in a Board Resolution or pursuant indenture supplemental hereto with respect to this Indenturea series of Securities, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office of the Trustee as the Office Company's office or Agency agency for each of the Company such purposes in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentCity.

Maintenance of Office or Agency. The Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any that series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related interest coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, -70- 79 by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or interest coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Unless otherwise specified as contemplated by Section 3.1, the Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any interest coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any interest coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentPaying Agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company Company, except as otherwise permitted or required in or pursuant to this Indenture or the related Series Authorization shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureIndenture or the related Series Authorization, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this IndentureIndenture or the related Series Authorization, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by wire transfer to an account maintained with a bank located in the United States; provided, however, that, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this IndentureIndenture or the related Series Authorization, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any the related Coupons appertaining thereto may be presented and surrendered for paymentpayment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1004) ; providedPROVIDED, howeverHOWEVER, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any the related Coupons appertaining thereto may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureSection 301, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenturespecified as contemplated by Section 301, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; providedPROVIDED, however, if amounts owing with respect to any Bearer Securities shall be payable in DollarsHOWEVER, payment of principal of, of and any premium or and interest on and any in U.S. dollars (including Additional Amounts with payable in respect to thereof) on any such Bearer Security may be made at the Corporate Trust Office of the Trustee or any Office office or Agency agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its their obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in or pursuant to this Indenturespecified as contemplated by Section 301, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as Trustee. Pursuant to Section 301(9) of this Indenture, the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office place or Agency in the Borough of Manhattan, The City of New York for the places where such Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentpayable.

Maintenance of Office or Agency. The Company shall Issuer will maintain the offices and the agencies specified in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect Section 2.05. As of the Securities date of this Indenture, such series relating thereto and this Indenture may offices shall be served. If Securities of a series are issuable as Bearer Securitiesset out in Section 2.05 and, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or at any other stock exchange located outside time, at such other address or addresses as the United States and such stock exchange shall so requireTrustee, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as Registrar may designate from time to time by notice to the case may be, so long as the Securities of such series are listed on such exchangeIssuer. The Company Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency not designated or appointed by the Trustee. If at any time the Company Issuer shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of Office. The Issuer may change the Registrar or a Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at without prior notice to the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designationsHolders; provided, however, that no such designation removal shall become effective until (a) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or rescission shall Paying Agent, as the case may be, and delivered to the Trustee or (b) notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (a) above; provided, further, that in no event may the Issuer appoint a Paying Agent in any manner relieve member state of the Company of its obligation European Union where the Paying Agent would be obliged to maintain an Office withhold or Agency deduct tax in each Place of Payment for Securities of connection with any series for such purposespayment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Company shall give prompt Registrar or Paying Agent may resign by providing thirty (30) days’ written notice to the Trustee of any such designation or rescission Issuer and of any change in the location of any such other Office or AgencyTrustee. Unless otherwise provided in or pursuant to this IndentureIn addition, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities Notes are admitted to trading on the Global Exchange Market of any series (i) are denominated the Irish Stock Exchange, the Issuer shall publish notice of the change in a Foreign Currency the Registrar or (ii) may be payable Paying Agent to the extent and in a Foreign Currencythe manner permitted by the rules and regulations of the Irish Stock Exchange, or so long as it is required under any other provision posted on the official website of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentIrish Stock Exchange.

Maintenance of Office or Agency. The Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any that series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Unless otherwise specified as contemplated by Section 3.1, if Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related interest coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or interest coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such purpose Unless otherwise specified as contemplated by Section 3.1, the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any interest coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any interest coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentPaying Agent.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securitiesbut, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. The Company initially hereby appoints the Trustee, its office or agency for each of said purposes. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any additional amounts payable on Securities of such series pursuant to Section 1004); provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureSection 301 or, if no such place is specified, at the main office of the Trustee in London, and the Company hereby appoints the Trustee as its agent to receive all such respective presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no No payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, of and any premium or and interest in U.S. dollars (including additional amounts payable in respect thereof) on and any Additional Amounts with respect to any such Bearer Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, York if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts additional amounts at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment in accordance with the requirements set forth above for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (A) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States States, where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The the London Stock Exchange of Exchange, the United Kingdom and the Republic of Ireland or Irish Stock Exchange, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchangeexchange and (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any Coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any Coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities and Coupons, if any, of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (A) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States States, where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (B) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If Securities of a series are issuable as Convertible Securities, the Company will maintain an office or agency where such Securities may be presented for conversion ("Conversion Agent"). If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no No payment of principal, premium, principal or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the Unites States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company's Paying Agent in the Borough of Manhattan, The City of New York, New York if (but only if) payment in Dollars of the full amount of such principal, premium, interest or Additional Amounts additional amounts, as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any Coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission recession shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any Coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.SECTION 10.03

Maintenance of Office or Agency. The If the Securities of a series are issuable only as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where the Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where the Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, Trustee except that Bearer Securities of such any series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment only outside the United States, at the place offices specified for in the purpose with respect to such Securities as provided in or pursuant to this IndentureSecurity, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Trustee in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise provided in or specified with respect to any Securities pursuant to this IndentureSection 301, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are payable in Dollars, payment of principal ofof (and premium, if any) and interest, if any, on any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designationsdesignation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment accordance with the requirements set forth above for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in or pursuant specified with respect to this Indentureany Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as the a Place of Payment for each series of Securities the office or agency of the Trustee in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office of the Trustee as the Office or Agency of the Company Paying Agent in the Borough of Manhattansuch city and as its agent to receive all such respective presentations, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattansurrenders, The City of New York for the Securities of any seriesnotices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 3.1301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency other than Dollars or (ii) may be payable in a Foreign CurrencyCurrency other than Dollars, or so long as it is required under any other provision of this the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentExchange Rate Agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The the London Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as Registrar, Paying Agent, Transfer Agent and as its agent to receive all such presentations, surrenders, notices and demandsdemands (other than with respect to Bearer Securities). Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates The City of New York as the a Place of Payment for each series of Securities the Borough of ManhattanSecurities, The City of New York, and initially appoints the Corporate Trust Office of the Trustee in The City of New York as the Company’s Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purposepurpose and initially appoints the Trustee as the Security Registrar for each series of Securities. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for and, as provided in Section 305, may remove and replace from time to time the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentSecurity Registrar.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company Company, except as otherwise permitted or required in or pursuant to this Indenture or the related Series Authorization shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureIndenture or the related Series Authorization, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this IndentureIndenture or the related Series Authorization, no payment of principal, premium, interest or Additional Amounts Amounts, if any, with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by wire transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this IndentureIndenture or the related Series Authorization, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.13.01, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Debt Securities an Office office or Agency agency where Debt Securities of such series (but not Bearer Securitiesbut, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Debt Securities of such series relating thereto and this Indenture may be served. If Debt Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Debt Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any additional amounts payable on Debt Securities of such series pursuant to Section 1004); provided, however, that if the Debt Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, States so long as the Debt Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and or demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive all presentations, surrenders, notices and demands, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demandsSection 301(5). Except as otherwise provided in or pursuant to this Indenture, no No payment of principalprincipal of, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, of and any premium or and interest denominated in Dollars (including additional amounts payable in respect thereof) on and any Additional Amounts with respect to any such Bearer Security may be made at the Corporate Trust Office of the Trustee an office or any Office or Agency agency of, and designated by by, the Company located in the Borough of Manhattan, The City of New York, United States if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts additional amounts in Dollars at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictionsrestrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 301 with respect to any series of Debt Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check in the currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account in such currency maintained by the payee with a bank located outside the United States. The Company may also from time to time designate one or more other Offices offices or Agencies agencies (in or outside of such Place of Payment) where the Debt Securities of one or more series and any related coupons (subject to the preceding paragraph) may be presented or surrendered for any or all such purposes purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series of Debt Securities for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company Issuer or the Guarantor shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company Issuer and the Guarantor each hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company Issuer in the Borough of Manhattan, The City of New York_______, ______________, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company Issuer in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuer or the Guarantor of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company Issuer and the Guarantor (with respect to any Guaranteed Securities) each hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York________, _____________, and initially appoints the Corporate Trust Office of the Trustee _________________________ as the Office or Agency of the Company Issuer or the Guarantor (with respect to any Guaranteed Securities), as the case may be, in the Borough of Manhattan, The City of New York ____________, _______________ for such purpose. The Company Issuer or the Guarantor, as the case may be, may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York _____________, _________________ for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company Issuer will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any Additional Amounts payable on Securities of such series); provided, however, that if the Securities of such series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, Luxembourg or any other city so required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series) at the place specified for the that purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demandsSection 2.01. Except as otherwise provided in or the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium, principal or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or of and interest on and any in U.S. dollars (including Additional Amounts with payable in respect to thereof) on any such Bearer Security may be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Paying Agent in the Borough of Manhattan, The City of New York, New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such that purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company and the Guarantors shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company or the Guarantors in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company and the Guarantors shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company and the Guarantors shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, States so long as the Securities of such series are listed on such exchange. The Company and the Guarantors will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company or the Guarantors shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company and the Guarantors hereby appoints appoint the Trustee as its their agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company and the Guarantors in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company and the Guarantors in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company and the Guarantors may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company or the Guarantors of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company and the Guarantors shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company and the Guarantors hereby designates designate as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints appoint the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company and the Guarantors may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The the London Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company and the Guarantors hereby appoints appoint the Trustee as its their respective agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation obligations to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates the Borough of Manhattan, The City of New York as the a Place of Payment for each series of Securities Securities, initially appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Company's Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purposepurpose and initially appoints the Trustee as the Security Registrar for each series of Securities and, if the Securities of any series are convertible into or exchangeable for Common Stock or other securities or property, initially appoints the Trustee as the conversion or exchange agent, as the case may be, for the Securities of such series. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for and, as provided in Section 305, may remove and replace from time to time the Securities of Security Registrar and may also remove or replace any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency conversion or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; providedand (ii) subject to any laws or regulations applicable thereto, however, an office or agency in a Place of Payment for that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange which is located outside the United States where Securities of that series may be surrendered for exchange and such stock exchange shall so require, where notices and demands to or upon the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as respect of the Securities of such that series are listed on such exchangeand this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office an office of the Trustee or any Office or Agency designated by a Paying Agent of the Company in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Subject to the preceding paragraphs, the Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as Paying Agent. The Paying Agent may make reasonable rules not inconsistent herewith for the Securities performance of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentits functions.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any such series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; provided, however, that if the Securities of such that series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, as the Place of Payment for each series of Securities and initially appoints the Corporate Trust Office Trustee, at its offices which on the date of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, this Indenture are located at The City Bank of New York for such purpose. The Company may subsequently appoint a different Office or Agency Mellon Trust Company, N.A., 000 Xxxxxxx Xxxxxx, Attention: Corporate Trust Administration, Xxx Xxxx, Xxx Xxxx 00000, as the Company’s agency in the Borough of Manhattan, The City of New York for the foregoing purposes and as Registrar and Paying Agent. The Company may subsequently appoint a different office or agency in the Borough of Manhattan, The City of New York and a different Registrar and Paying Agent for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall or the Guarantor will maintain in each Place of Payment for any series of Debt Securities an Office office or Agency agency where Debt Securities of such series (but not Bearer Securitiesbut, except as otherwise provided below, unless such Place of Payment is located outside the United States, not Bearer Securities) may be presented or surrendered for payment, where Debt Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company or the Guarantor in respect of the Debt Securities of such series relating thereto and this Indenture may be served. If Debt Securities of a series are issuable as Bearer Securities, the Company shall or the Guarantor will maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Debt Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any Additional Amounts payable on Debt Securities of such series pursuant to Section 1106); provided, however, that if the Debt Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall or the Guarantor will maintain a Paying Agent in London, London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Debt Securities of such series are listed on such exchange. The Company or the Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company and the Guarantor shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and or demands may be made or served at the Corporate Trust Office of the Trustee, and the Company and the Guarantor each hereby appoints the Trustee its agent to receive all presentations, surrenders, notices and demands, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1106) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demandsSection 301(5). Except as otherwise provided in or pursuant to this Indenture, no No payment of principalprincipal of, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company or the Guarantor in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, of and any premium or and interest on and any denominated in Dollars (including Additional Amounts with payable in respect to thereof) on any such Bearer Security may be made at the Corporate Trust Office of the Trustee an office or any Office or Agency agency of, and designated by by, the Company or the Guarantor located in the Borough of Manhattan, The City of New York, United States if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts in Dollars at all offices outside the United States maintained for such the purpose by the Company or the Guarantor in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictionsrestrictions and the Trustee receives an Opinion of Counsel that such payment within the United States is legal. Unless otherwise provided as contemplated by Section 301 with respect to any series of Debt Securities, at the option of the Holder of any Bearer Security or related coupon, payment may be made by check in the currency designated for such payment pursuant to the terms of such Bearer Security presented or mailed to an address outside the United States or by transfer to an account in such currency maintained by the payee with a bank located outside the United States. The Company and the Guarantor may also from time to time designate one or more other Offices offices or Agencies agencies (in or outside of such Place of Payment) where the Debt Securities of one or more series and any appurtenant coupons (subject to the preceding paragraph) may be presented or surrendered for any or all such purposes purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company or the Guarantor of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series of Debt Securities for such purposes. The Company shall and the Guarantor will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; providedPROVIDED, however, HOWEVER that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; providedPROVIDED, howeverHOWEVER, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by Company's Paying Agent located within the Company in the Borough of Manhattan, The City of New YorkUnited States, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, howeverPROVIDED HOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any seriesagency. Unless otherwise specified with respect to any Securities pursuant to as contemplated by Section 3.1, if and so long the Trustee shall initially serve as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentPaying Agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served, and the Company hereby initially appoints the Trustee at its Corporate Trust Office and its New York Facility as its agent to receive all such presentations, surrenders, notices and demands. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto related coupons may be presented and surrendered for paymentpayment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1004), where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent for the Securities of such series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office or the New York Facility of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demandsSection 301. Except as otherwise provided in or the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium, or any premium or interest on or Additional Amounts with in respect to of Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, that payment of principal of, of and any premium or interest on and any (including Additional Amounts with payable in respect to thereof) on any such Bearer Security may be made in Dollars at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium, interest or Additional Amounts Amounts, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all of such purposes purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment accordance with the requirements set forth above for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in set forth in, or pursuant to, a Board Resolution or any indenture supplemental hereto with respect to this Indenturea series of Securities issuable as Registered Securities, the Company hereby designates as the Place Places of Payment for each series of Securities issuable as Registered Securities the City of Columbus, Ohio and the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of and its New York for Facility as Paying Agent and as its agent to receive all such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattanpresentations, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1surrenders, if notices and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentdemands.

Maintenance of Office or Agency. The Except as expressly permitted by this Indenture, the Company shall will do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company. If Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any such series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, or, if applicable, for conversion, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintainwill maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, or, if applicable, for conversion, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise), (B) subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such that series which is located outside the United States States, an office or agency where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for paymentpayment (including payment of any additional amounts payable on Securities of that series pursuant to Section 1004) or, if applicable, for conversion; provided, however, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series, and this Indenture may be served. The Company will give prompt written notice to the Trustee and prompt notices to the Holders as provided in Section 106 of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency in respect of any series of Securities or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, presentations and surrenders of Securities of that series may be made and notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment at the place specified for the purpose with respect to such (including payment of any additional amounts payable on Bearer Securities as provided in or of that series pursuant to this IndentureSection 1004) or, if applicable, for conversion, at any Paying Agent for such series located outside the United States, and the Company hereby appoints the Trustee same as its agent agents to receive all such respective presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no No payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or and interest on and any Additional Amounts with respect Bearer Security (including any additional amounts payable on Securities of such series pursuant to any such Security may Section 1004) shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premium, interest or Additional Amounts additional amounts, as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment accordance with the requirements set forth above for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee and the Holders of any such designation or rescission and of any other change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The the London Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates the Borough of Manhattan, the City of New York as the a Place of Payment for each series of Securities the Borough of ManhattanSecurities, The City of New York, and initially appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan, the City of New York as the Company's Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purposepurpose and initially appoints the Trustee as the Security Registrar for each series of Securities and, if the Securities of any series are convertible into or exchangeable for Common Stock or other securities or property, initially appoints the Trustee as conversion or exchange agent, as the case may be, for the Securities of such series. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for and, as provided in Section 305, may remove and replace from time to time the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentSecurity Registrar.

Maintenance of Office or Agency. The Company shall Issuer will maintain the offices and the agencies specified in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect Section 2.05. As of the Securities date of this Indenture, such series relating thereto and this Indenture may offices shall be served. If Securities of a series are issuable as Bearer Securitiesset out in Section 2.05 and, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or at any other stock exchange located outside time, at such other address or addresses as the United States and such stock exchange shall so requireTrustee, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as Registrar may designate from time to time by notice to the case may be, so long as the Securities of such series are listed on such exchangeIssuer. The Company Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency not designated or appointed by the Trustee. If at any time the Company Issuer shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of Office. The Issuer may change the Registrar or a Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at without prior notice to the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designationsHolders; provided, however, that no such designation removal shall become effective until (a) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or rescission shall Paying Agent, as the case may be, and delivered to the Trustee or (b) notification to the Trustee that the Trustee shall, to the extent that it determines that it is able, serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (a) above; provided, further, that in no event may the Issuer appoint a Paying Agent in any manner relieve member state of the Company of its obligation European Union where the Paying Agent would be obliged to maintain an Office withhold or Agency deduct tax in each Place of Payment for Securities of connection with any series for such purposespayment made by it in relation to the Notes unless the Paying Agent would be so obliged if it were located in all other member states. The Company shall give prompt Registrar or Paying Agent may resign by providing 30 days’ written notice to the Trustee of any such designation or rescission Issuer and of any change in the location of any such other Office or AgencyTrustee. Unless otherwise provided in or pursuant to this IndentureIn addition, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities Notes are listed on the Official List of any series (i) are denominated the Irish Stock Exchange and admitted to trading on the Regulated Market, the Issuer shall publish notice of the change in a Foreign Currency the Registrar or (ii) may be payable Paying Agent to the extent and in a Foreign Currencythe manner permitted by the rules and regulations of the Irish Stock Exchange, or so long as it is required under any other provision posted on the official website of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentIrish Stock Exchange.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1004); provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureSection 301, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, of and any premium or and interest on and any in U.S. dollars (including Additional Amounts with payable in respect to thereof) on any such Bearer Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, York if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided set forth in a Board Resolution or pursuant indenture supplemental hereto with respect to this Indenturea series of Securities, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office of the Trustee as the Office Company's office or Agency agency for each of the Company such purposes in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentCity.

Maintenance of Office or Agency. The If the Securities of a series are issuable only as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where the Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where the Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, Trustee except that Bearer Securities of such any series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment only outside the United States, at the place offices specified for in the purpose with respect to such Securities as provided in or pursuant to this IndentureSecurity, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Trustee in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise provided in or specified with respect to any Securities pursuant to this IndentureSection 301, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are payable in Dollars, payment of principal ofof (and premium, if any) and interest, if any, on any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company's Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designationsdesignation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment accordance with the requirements set forth above for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in or pursuant specified with respect to this Indentureany Securities as contemplated by Section 301 with respect to a series of Securities, the Company hereby designates as the a Place of Payment for each series of Securities the office or agency of the Trustee in the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office of the Trustee as the Office or Agency of the Company Paying Agent in the Borough of Manhattansuch city and as its agent to receive all such respective presentations, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattansurrenders, The City of New York for the Securities of any seriesnotices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 3.1301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency other than Dollars or (ii) may be payable in a Foreign CurrencyCurrency other than Dollars, or so long as it is required under any other provision of this the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentExchange Rate Agent.

Maintenance of Office or Agency. The Company shall will maintain in each Place the City of Payment for any series New York and, so long as the Securities are listed on the Luxembourg Stock Exchange and the rules of Securities such stock exchange require, in Luxembourg, an Office office or Agency agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities or any Guarantor in respect of such series relating thereto the Guarantees and this Indenture may be served. If Securities The Trustee’s office located at SunTrust Bank, c/o SunTrust Xxxxxxxx Xxxxxxxx Capital Markets, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxx, shall initially be such office or agency of a series are issuable as Bearer Securities, the Company shall maintainin New York, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on the Luxembourg Stock Exchange and the rules of such exchangestock exchange require, the office of Banque Générale du Luxembourg S.A. at 00 Xxxxxx X.X. Xxxxxxx, L-2951 Luxembourg shall initially be such office or agency in Luxembourg, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of the location, and any change in the locationlocation of any such office or agency. If at any time the Company shall appoint a new Luxembourg Paying Agent and transfer agent, the Company will publish notice in a Luxembourg newspaper of such Office or Agencygeneral circulation. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, Trustee and the Company and each Guarantor hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies (in or outside of The City of New York) outside of the United Kingdom where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designationsdesignation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place the City of Payment for Securities of any series New York for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The the London Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the City of Wilmington, Delaware or in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates the City of Wilmington, Delaware or the Borough of Manhattan, the City of New York as the a Place of Payment for each series of Securities Securities, initially appoints the Corporate Trust Office of the Trustee in the City of Wilmington, Delaware or in the Borough of Manhattan, the City of New York as the Company's Office or Agency in the City of Wilmington, Delaware or in the Borough of Manhattan, The City of New York, as the case may be, for such purpose and initially appoints the Corporate Trust Office Trustee as the Security Registrar for each series of Securities and, if the Securities of any series are convertible into or exchangeable for Common Stock or other securities or property, initially appoints the Trustee as conversion or exchange agent, as the case may be, for the Securities of such series. The Company may subsequently appoint a different Office or Agency in the City of the Company Wilmington, Delaware or in the Borough of Manhattan, The City of New York and, as provided in Section 305, may remove and replace from time to time the Security Registrar. As set forth above in this Section 1002, and unless otherwise provided pursuant to Section 301 with respect to any series of Securities, in the event that the Securities of a series are originally issued solely in the form of one or more permanent global Securities and if at any time thereafter Securities of such series are issued in definitive certificated form in exchange for all or any portion of such purpose. The global Securities (whether pursuant to Section 305 or otherwise pursuant to the terms of such Securities), the Company may subsequently appoint a different shall, at all times from and after the date of the first such exchange until such time as no Securities of such series in definitive certificated form are Outstanding, establish and maintain an Office or Agency in the Borough of Manhattan, The City of New York (in addition to any other Offices or Agencies the Company is required to maintain in respect of such Securities) where Securities of such series may be surrendered and where notices and demands in respect of Securities of such series and this Indenture may be served for the Securities of any series. Unless otherwise purposes specified with respect to any Securities pursuant to Section 3.1in, if and so long as contemplated by, the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision first paragraph of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentSection 1002.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency. If Securities of a series are issuable as Bearer SecuritiesSecurities and so long as any of such Bearer Securities are Outstanding, the Company shall will maintain, subject to any the laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The the London Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, States as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the that purpose with respect to such Securities as provided in or pursuant to this IndentureSection 301, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, premium (if any) and interest in U.S. dollars on any premium or interest on and any Additional Amounts with respect to any such Bearer Security may be made at the Corporate Trust Office office or agency of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, York if (but only if) payment of the full amount of such principal, premium, premium (if any) or interest or Additional Amounts at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The If Securities of a series are issued as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, (i) subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such that series which is located outside the United States where Securities of such that series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment; providedPROVIDED, howeverHOWEVER, that if the Securities of such that series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or Limited, the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent for the Securities of that series in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities securities of such that series are listed on such exchange, and (ii) subject to any laws or regulations applicable thereto, an office or agency in a Place by Payment for that series which is located outside the United States, where Securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified as otherwise provided in or pursuant to this Indenturecontemplated by Section 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or States, by check mailed to any address in the United States or States, by transfer to an account maintained with a bank located in the United States or upon presentation or surrender in the United States of a Bearer Security or coupon for payment, even if the payment would be credited to an account located outside the United States; providedPROVIDED, howeverHOWEVER, that, if amounts owing with respect to any Bearer the Securities shall be of a series are denominated and payable in Dollars, payment of principal of, of and any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by Company's Paying Agent located within the Company in the Borough of Manhattan, The City of New YorkUnited States, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities (including any coupons, if any) of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; providedPROVIDED, howeverHOWEVER, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency an agency in each Place of Payment for Securities (including any coupons, if any) of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided belowor any Tranche thereof, unless such Place an office or agency where Registered Securities, or any Tranche thereof, of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, exchange and a Place of Payment where (subject to Sections 305 and 307) Securities of such series that are convertible or exchangeable may be surrendered presented for conversion payment or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Unless otherwise specified pursuant to Section 301 with respect to any such series, the Company shall maintain such offices or agencies in connection with each series in the Borough of Manhattan, The City of New York, State of New York. With respect to any series of Securities of a series are issuable issued in whole or in part as Bearer Unregistered Securities, the Company shall maintain, subject to any laws maintain one or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange more Paying Agents located outside the United States and its possessions and shall maintain such stock exchange shall so requirePaying Agents for a period of one year after the principal of such Unregistered Securities has become due and payable. During any period thereafter for which it is necessary in order to conform to United States tax law or regulations, the Company shall will maintain a Paying Agent in London, Luxembourg or any other required city located outside the United StatesStates and its possessions to which the Unregistered Securities or coupons appertaining thereto may be presented for payment and will provide the necessary funds therefor to such Paying Agent upon reasonable notice. The Security Registrar shall keep a register with respect to each series of Securities issued in whole or in part as Registered Securities and to their transfer and exchange. The Company may appoint one or more co-Security Registrars acceptable to the Trustee and one or more additional Paying Agents for each series of Securities, and the Company may terminate the appointment of any co-Security Registrar or Paying Agent at any time upon written notice. The term “Security Registrar” includes any co-Security Registrar. The term “Paying Agent” includes any additional Paying Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. Subject to Section 305, if the Company fails to maintain a Security Registrar or Paying Agent, the Trustee shall act as the case may be, so long as the Securities of such series are listed on such exchangesuch. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail fails to maintain any such required Office office or Agency agency or shall fail fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in or pursuant to this IndentureIn the case of Original Issue Discount Securities of a series, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattanshall, The City of New Yorkprior to any Redemption Date or any Repayment Date applicable thereto, and initially appoints the Corporate Trust Office of furnish the Trustee as with an Officer’s Certificate stating the Office amount of principal to be paid to a Holder of $1,000 principal amount of such Securities. Anything herein to the contrary notwithstanding, any office or Agency agency required by this Section may be maintained at any office of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then which event the Company will maintain with respect shall perform all functions to each be performed at such series of Securities, office or as so required, at least one exchange rate agentagency.

Maintenance of Office or Agency. The If the Securities of a series are issuable only as Registered Securities, the Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where the Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where the Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such that series that are convertible or exchangeable may be surrendered for conversion or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, Trustee except that Bearer Securities of such any series and any Coupons appertaining thereto related coupons may be presented and surrendered for payment only outside the United States, at the place offices specified for in the purpose with respect to such Securities as provided in or pursuant to this IndentureSecurity, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except Unless otherwise specified with respect to any Securities as contemplated by Section 3.1 with respect to a series of Securities, the Company hereby designates as a Place of Payment for each series of Securities the office or agency of the Trustee in the City of Wilmington, Delaware, and initially appoints the Trustee at its Corporate Trust Office as Paying Agent in such city and as its agent to receive all such presentations, surrenders, notices and demands. Unless otherwise provided in or specified with respect to any Securities pursuant to this IndentureSection 3.1, no payment of principal, premium, premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be of a series are payable in Dollars, payment of principal ofof (and premium, if any) and interest, if any, on any premium or interest on and any Additional Amounts with respect to any such Bearer Security may shall be made at the Corporate Trust Office office of the Trustee or any Office or Agency designated by the Company Company’s Paying Agent in the Borough of Manhattan, The City of New York, if (but only if) payment in Dollars of the full amount of such principal, premiumpremium or interest, interest or Additional Amounts as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind any such designationsdesignation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment accordance with the requirements set forth above for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in or pursuant specified with respect to this Indentureany Securities as contemplated by Section 3.1 with respect to a series of Securities, the Company hereby designates as the a Place of Payment for each series of Securities the Borough office or agency of Manhattan, The the Trustee in the City of New YorkWilmington, Delaware, and initially appoints the Trustee at its Corporate Trust Office of the Trustee as the Office or Agency of the Company Paying Agent in the Borough of Manhattansuch city and as its agent to receive all such respective presentations, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattansurrenders, The City of New York for the Securities of any seriesnotices and demands. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency other than Dollars or (ii) may be payable in a Foreign CurrencyCurrency other than Dollars, or so long as it is required under any other provision of this the Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentExchange Rate Agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities Securities, an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Registered Securities of such series that are convertible or exchangeable may be surrendered for conversion, where Bearer Securities may be surrendered for conversion or exchange, in the circumstances described below (and not otherwise) and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment and Place of Conversion for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto thereto, may be presented and surrendered for paymentpayment or conversion; provided, however, that if -------- ------- the Securities of such series are listed on The the London Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent and a Conversion Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment or conversion at the place specified for the that purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints appoint the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities (including payments by reason of the conversion thereof) shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that if amounts owing with -------- ------- respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made made, and any Bearer Securities may be surrendered for conversion, at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts Amounts, or surrender of Bearer Securities for conversion, at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictionsrestrictions on the full payment or receipt of such amounts in Dollars as determined by the Company, or on surrender of any Bearer Securities for conversion. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series series, may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission -------- ------- shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment and Place of Conversion for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment and the Place of Conversion for each series of Securities (other than those issued as Bearer Securities), the Borough of Manhattan, The City of New York, and initially appoints appoint the Corporate Trust Office of the Trustee as the Company's Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities provided in or pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series hereby designates as the Place of Payment and the Place of Conversion for Bearer Securities, to be London, England, and initially appoint the office of the Trustee in London as the Office or Agency for such purpose and initially appoint the office of the Trustee in London as so requiredits Paying Agent in London. If at any time the Company shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address thereof, presentations and surrenders may be made and notices and demands may be served on the Corporate Trust Office of the Trustee, except that Bearer Securities and Coupons may be presented and surrendered for payment and conversion to the Paying Agent in London at least one exchange rate agentits office in the City of London, England or other Paying Agent or Conversion Agent outside the United States, and the Company hereby appoints the Paying Agent in London as its agent to receive such respective presentations, surrenders, notices and demands.

Maintenance of Office or Agency. The Company shall will maintain (i) in each Place the Borough of Payment for any series Manhattan, The City of Securities New York, an Office office or Agency agency where Securities of such any series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If served and if definitive Registered Securities have been issued, an office or agency of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States Transfer Agent where Securities of such series and any Coupons appertaining thereto securities may be presented and surrendered for payment; providedregistration of transfer or exchange, however, that if the Securities and (ii) an office or agency of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent where the Securities may be paid in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on the Luxembourg Stock Exchange and the rules of such exchangeexchange so require. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of any such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices notices, and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such that series and any Coupons appertaining thereto pursuant to Section 1001 may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this IndentureSection 301, and the Company hereby appoints the Trustee Paying Agent as its agent to receive all such presentations, surrenders, notices notices, and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies (in or outside of such Place of Payment) where the Securities of one or more series and any appurtenant coupons (subject to Section 1001) may be presented or surrendered for any or all of such purposes purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series of Securities for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in or pursuant to this Indenture, The Company will at all time maintain at least one Paying Agent that is located outside the Company hereby designates as the Place of Payment United Kingdom for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company Issuer or the Guarantor shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company Issuer and the Guarantor each hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company Issuer in the Borough of Manhattan, The City of New York, New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company Issuer in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company Issuer or the Guarantor of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company Issuer or the Guarantor (if any Guaranteed Securities are Outstanding) shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company Issuer and the Guarantor (with respect to any Guaranteed Securities) each hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, New York, and initially appoints the Corporate Trust Office office of the Trustee The Bank of New York as the Office or Agency of the Company Issuer or the Guarantor (with respect to any Guaranteed Securities), as the case may be, in the Borough of Manhattan, The City of New York, New York for such purpose. The Company Issuer or the Guarantor, as the case may be, may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York, New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1301, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company Issuer will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise 66 75 provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agent.Place

Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office office or Agency agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and or surrendered for paymentpayment and such notices to and demands upon the Company in respect of the Securities of that series and this Indenture may be served; provided, however, that if the Securities of such series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office office or Agency agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of the principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office office or Agency agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agencyagency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office Trustee, acting through its corporate trust office located at 000 Xxxx Xxxxxx, 16th Floor Window, New York, New York 10005, as its agent for such purposes. Pursuant to Section 301(5) of the Trustee as the Office or Agency of this Indenture, the Company may subsequently appoint a place or places in the Borough of Manhattan, addition to or other than The City of New York for where such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentpayable.

Maintenance of Office or Agency. The Company shall will maintain in each Place of Payment for any series of Securities an Office office or Agency agency where Securities of such that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such that series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, exchange and where notices and demands to or upon the Company in respect of the Securities of such that series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall will maintain, subject to any laws or regulations applicable thereto, (a) an Office office or Agency agency in a Place of Payment for such series which that is located outside the United States where Securities of such series and any Coupons appertaining thereto the related coupons may be presented and surrendered for paymentpayment (including payment of any additional amounts payable on Securities of such series pursuant to Section 1010); provided, however, that if the Securities of such series are listed on The the London Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall will maintain a Paying Agent in London, London or Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange, and (B) an office or agency in a Place of Payment for such series that is located outside the United States where any Registered Securities of such series may be surrendered for registration of transfer, where securities of that series may be surrendered for exchange and where notices and demands to or upon the Company in respect of the Securities of that series and the Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office office or Agencyagency. If at any time the Company shall fail to maintain any such required Office office or Agency agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise ; provided in or that Bearer -------- Securities of that series and the related coupons may be presented and surrendered for payment (including payment of any additional amounts payable on Bearer Securities of that series pursuant to this IndentureSection 1010) at the place specified for the purpose pursuant to Section 301 or, if no such place is specified, at the main office of the Trustee in London. No payment of principal, premium, principal of or premium or interest or Additional Amounts with respect to on Bearer Securities shall be made at any Office office or Agency agency of the Company in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if amounts owing with respect to any Bearer the Securities shall be are denominated and payable in Dollars, payment of principal of, of and any premium or and interest (including any additional amounts payable in respect thereof pursuant to Section 1010) on and any Additional Amounts with respect to any such Bearer Security may shall be made in Dollars at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of ManhattanChicago, The City of New York, Illinois if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts additional amounts at all offices outside the United States maintained for such the purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices offices or Agencies agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in ----------------- any manner relieve the Company of its obligation to maintain an Office office or Agency agency in each Place of Payment for Securities of any series for such purposes. The Company shall will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Office or Agency of the Company in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series. Unless otherwise specified with respect to any Securities pursuant to Section 3.1, if and so long as the Securities of any series (i) are denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one exchange rate agentagency.