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

Registrar, Transfer Agent and Paying Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”) and an office or agency where the Notes may be presented for payment (“Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent). The Registrar and the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Notes on behalf of the Company. The Company may appoint one or more co-registrars, one or more transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying Agent” includes any additional paying agent. The Company may change the Paying Agent, the Registrar or the Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer Agent; provided, however, that in no event may the Company appoint a Principal Paying Agent in any member state of the European Union where the Principal Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Principal Paying Agent would be so obliged if it were located in all other member states. The Company shall maintain a paying agent in member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Union Council Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Company initially appoints (i) the office of Deutsche Bank AG, London Branch in London, located at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, as Principal Paying Agent (the “Principal Paying Agent”) and (ii) the office of Deutsche Bank Luxembourg S.A., located at 0, xxxxxxxxx Xxxxxx Xxxxxxxx, L-1115 Luxembourg, as Registrar and Transfer Agent for the Notes and as agent for services of notices and demands in connection with the Notes and each hereby accepts such appointment. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Company shall maintain a Paying Agent, Registrar and Transfer Agent in Ireland. If the Notes are listed on any other securities exchange, the Company shall satisfy any requirement of such securities exchange as to Paying Agents, Registrars and Transfer Agents. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of such exchange so require, the Company shall publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the website of the Irish Stock Exchange at xxxx://xxx.xxx.xx or otherwise in accordance with the requirements of the rules of the Irish Stock Exchange.

Registrar, Transfer Agent and Paying Agent. The Company Issuer shall maintain an office or agency where Notes Securities may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”) and an office or agency where the Notes Securities may be presented or surrendered for payment (the “Paying Agent” and references to ”). The Issuer may have one or more additional Paying Agents. Offices or agencies of the Paying Agents, including the initial Paying Agent will be maintained in London. The Registrar shall include keep a register of the Principal Paying Securities and of their transfer and exchange (the “Transfer Agent”). The Registrar and the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes the Securities outstanding from time to time time, if any, and together with the Transfer Agent, will make payments on and facilitate transfers of definitive registered Notes the Securities on behalf of the CompanyIssuer. A register of the Securities shall be left at the registered office of the Issuer. In case of inconsistency between the register of the Securities kept by the Registrar and the one kept by the Issuer at the registered office, the register kept by the Issuer shall prevail. The Company may appoint one or more co-registrars, one or more transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying Agent” includes any additional paying agent. The Company may change the Paying Agent, the Registrar or the Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The , which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee in writing of the name and address of any such Agent. If the Company Issuer fails to appoint or maintain another entity as a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Issuer, the Company or any Subsidiary of its Restricted Subsidiaries the Company incorporated or organized within The United States of America may act as Paying Agent, Registrar or Transfer Agent; provided, however, that in no event may the Company appoint a Principal . The initial Paying Agent in any member state of the European Union where the Principal Paying Agent would will be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Principal Paying Agent would be so obliged if it were located in all other member states. The Company shall maintain a paying agent in member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Union Council Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Company initially appoints (i) the office of Deutsche Bank AG, London Branch in London, located at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, as Principal Paying Agent (the “Principal Paying Agent”) and (ii) the office of Branch. The initial Registrar will be Deutsche Bank Luxembourg S.A., located at 0, xxxxxxxxx Xxxxxx Xxxxxxxx, L-1115 Luxembourg, as Registrar Trust Company Americas and the initial Transfer Agent for will be Deutsche Bank Trust Company Americas. The Issuer may change the Notes and as agent for services of notices and demands in connection with the Notes and each hereby accepts such appointment. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Company shall maintain a Paying Agent, Registrar and Transfer Agent in Ireland. If the Notes are listed on any other securities exchange, the Company shall satisfy any requirement of such securities exchange as to Paying Agents, Registrars and Transfer Agents. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of such exchange so require, the Company shall publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Ireland orfor the Securities without prior notice to the Holders. However, if and for so long as the Securities are listed on the Exchange and if and to the extent and in the manner permitted by such rules, posted on the website of the Irish Stock Exchange at xxxx://xxx.xxx.xx or otherwise in accordance with the requirements of the rules of the Irish Stock ExchangeExchange so require, the Issuer will notify the Exchange of any change of Paying Agent or Registrar in respect of the Securities.

Registrar, Transfer Agent and Paying Agent. (a) The Company Issuer will maintain one or more paying agents for the Securities in London, United Kingdom or in any city in a country that is a member of the European Union as of the Issue Date (the “Principal Paying Agent”). Each Principal Paying Agent will be a paying agent hereunder. The Issuer will also maintain a transfer agent (“Transfer Agent”) and a listing agent, and the initial Transfer Agent and listing agent is expected to be Deutsche Bank Luxembourg S.A. The Transfer Agent is responsible for, among other things, facilitating any transfers or exchanges of beneficial interests in different global notes between holders. Each of the Registrar, the Principal Paying Agent and the Transfer Agent shall act at the appointment and as agent of the Issuer and shall have no duty or obligation to the Holders. The Issuer also will maintain one or more registrars. The initial Registrar is expected to be Deutsche Bank Luxembourg S.A. The Registrar will maintain a register reflecting ownership of Definitive Securities outstanding from time to time and will make payments on Definitive Securities on behalf of the Issuer. The Issuer may change the paying agents, the Transfer Agents or the Registrars without prior notice to the holders. If and for so long as the Securities are listed on the Official List of the Luxembourg Stock Exchange and traded on the Euro MTF Market thereof and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish a notice of any change of paying agent, Transfer Agent or Registrar in a newspaper having a general circulation in the Grand Duchy of Luxembourg (currently expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, the official website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx). The Issuer hereby initially appoints Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent. Deutsche Bank Luxembourg S.A., hereby accepts such initial appointment and the Issuer hereby confirms that such initial appointment is acceptable to them. The Issuer hereby initially appoints Deutsche Bank AG, London Branch, as Principal Paying Agent. Deutsche Bank AG, London Branch, hereby accepts such initial appointment and the Issuer hereby confirms that such initial appointment is acceptable to them. The Issuer shall maintain (i) an office or agency where Notes Securities may be presented for registration of transfer or for exchange (the “Registrar”), ) and (ii) an office or agency (including the Principal Paying Agent) where Notes may be transferred or exchanged (the “Transfer Agent”) and an office or agency where the Notes Securities may be presented for payment payment. The Registrar shall keep a register of the Securities and of their transfer and exchange (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying AgentNote Register”). The Registrar and the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Notes on behalf of the Company. The Company Issuer may appoint have one or more co-registrars, one or more transfer agents registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any additional transfer agent and the term “Paying Agent” includes any additional paying agent. The Company may change the Paying Agent, the Registrar or the Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer Agent; provided, however, that in no event may the Company appoint a Principal Paying Agent in any member state of the European Union where the Principal Paying Agent would be obliged to withhold or deduct tax in connection with any payment made by it in relation to the Notes unless the Principal Paying Agent would be so obliged if it were located in all other member states. The Company shall maintain a paying agent in member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Union Council Directive 2003/48/EC on the taxation of savings or any law implementing or complying with, or introduced in order to conform to, such Directive. The Company initially appoints (i) the office of Deutsche Bank AG, London Branch in London, located at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, as Principal Paying Agent (the “Principal Paying Agent”) and (ii) the office of Deutsche Bank Luxembourg S.A., located at 0, xxxxxxxxx Xxxxxx Xxxxxxxx, L-1115 Luxembourg, as Registrar and Transfer Agent for the Notes and as agent for services of notices and demands in connection with the Notes and each hereby accepts such appointment. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, the Company shall maintain a Paying Agent, Registrar and Transfer Agent in Ireland. If the Notes are listed on any other securities exchange, the Company shall satisfy any requirement of such securities exchange as to Paying Agents, Registrars and Transfer Agents. If and for so long as the Notes are listed on the Official List of the Irish Stock Exchange and the rules of such exchange so require, the Company shall publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the website of the Irish Stock Exchange at xxxx://xxx.xxx.xx or otherwise in accordance with the requirements of the rules of the Irish Stock Exchangeregistrars.