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

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (i) the office of The Bank of New York, Mellon, London Branch, in London, England located at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Paying Agent (the “Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A., at 0-0 xxx Xxxxxx Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Paying Agent, Registrar, any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such Directive. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office offices or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (i) the office of The U.S. Bank of New YorkTrust Company, MellonNational Association, London Branch, in London, England located at Xxx Xxxxxx 00 Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Xxxx, Xxxxxx Xxxxxxx MN 55107 as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London), England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The U.S. Bank of New York Mellon (Luxembourg) S.A.Trust Company, National Association, located at 0-0 xxx Xxxxxx Xxxxxxx00 Xxxxxxxxxx Xxxxxx, Vertigo Building-PolarisSt. Xxxx, L-2453, LuxembourgMN 55107, as Registrar, and (iii) U.S. Bank Trust Company, National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Transfer Agent. Each hereby accepts such appointments. The Paying Transfer Agent, Registrar, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. .” The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such Directive. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office offices or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (i) the office of The U.S. Bank of New YorkNational Association, Mellon, London Branch, in London, England located at Xxx Xxxxxx 00 Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Xxxx, Xxxxxx Xxxxxxx MN 55107 as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London), England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The U.S. Bank of New York Mellon (Luxembourg) S.A.National Association, located at 0-0 xxx Xxxxxx Xxxxxxx00 Xxxxxxxxxx Xxxxxx, Vertigo Building-PolarisSt. Xxxx, L-2453, LuxembourgMN 55107, as Registrar, and (iii) U.S. Bank National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Transfer Agent. Each hereby accepts such appointments. The Paying Transfer Agent, Registrar, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. .” The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such Directive. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office offices or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (i) the office of The U.S. Bank of New YorkNational Association, Mellon, London Branch, in London, England located at Xxx Xxxxxx 60 Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Pxxx, Xxxxxx Xxxxxxx MN 55107 as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London), England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The U.S. Bank of New York Mellon (Luxembourg) S.A.National Association, located at 0-0 xxx Xxxxxx Xxxxxxx60 Xxxxxxxxxx Xxxxxx, Vertigo Building-PolarisSt. Pxxx, L-2453, LuxembourgMN 55107, as Registrar, and (iii) U.S. Bank National Association, located at 60 Xxxxxxxxxx Xxxxxx, St. Pxxx, MN 55107, as Transfer Agent. Each hereby accepts such appointments. The Paying Transfer Agent, Registrar, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. .” The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such Directive. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer With respect to the Dollar Notes, the Issuers shall maintain a U.S. Paying Agent in the Borough of Manhattan, New York City. With respect to the Euro Notes (if any are issued), the Issuers will appoint and shall maintain a Transfer Agent and Paying Agent in London, England. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer Issuers hereby appoints appoint (i) Citibank, N.A., located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10013, United States as U.S. Paying Agent (the office “U.S. Paying Agent”) in the Borough of The Bank Manhattan, New York City, and as agent for service of New Yorknotices and demands in connection with the Notes, Mellon(ii) Citibank, N.A., London Branch, in London, England Branch located at Xxx 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (iiiii) the office of The Bank of New York Mellon (Luxembourg) S.A.Citigroup Global Markets Deutschland AG, at 0-0 xxx Xxxxxx 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The U.S. Paying Agent, RegistrarTransfer Agent, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer Issuers shall maintain a paying agent Paying Agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, any such Directive. Subject to any applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer With respect to the Dollar Notes, the Issuers shall maintain a U.S. Paying Agent in the Borough of Manhattan, New York City. With respect to the Euro Notes, the Issuers shall maintain a Transfer Agent and Paying Agent in London, England. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer Issuers hereby appoints appoint (i) Citibank, N.A., located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10013, United States as U.S. Paying Agent (the office “U.S. Paying Agent”) in the Borough of The Bank Manhattan, New York City, and as agent for service of New Yorknotices and demands in connection with the Notes, Mellon(ii) Citibank, N.A., London Branch, in London, England Branch located at Xxx 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (iiiii) the office of The Bank of New York Mellon (Luxembourg) S.A.Citigroup Global Markets Deutschland AG, at 0-0 xxx Xxxxxx 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The U.S. Paying Agent, RegistrarTransfer Agent, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer Issuers shall maintain a paying agent Paying Agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, as amended or supplemented from time to time, including through European Council Directive 2014/48/EU EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, any such Directive. Subject to any applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Issuers shall maintain a Transfer Agent and Paying Agent in London, England. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer Issuers hereby appoints appoint (i) the office of The Bank of New YorkCitibank, MellonN.A., London Branch, Branch in London, England located at Xxx 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A.Citigroup Global Markets Deutschland AG, at 0-0 xxx Xxxxxx 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Transfer Agent, Paying Agent, Registrar, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer Issuers shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such Directive. Subject to any applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (i) the office of The Bank of New York, Mellon, London Branch, in London, England located at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Paying Agent (the “Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A., at 0-0 xxx Xxxxxx Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Paying Agent, Registrar, any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-26- 27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such Directive. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in London, EnglandEngland and a Registrar in Frankfurt, Germany. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (i) the office of The Bank of New YorkCitibank, MellonN.A., London Branch, in London, England located at Xxx Citigroup Centre, 25 Canada Square, Xxxxxx XxxxxxXxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx Xxxxxxx, as Transfer Agent, Agent and as Principal Paying Agent (the “Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes England and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A.Citigroup Global Markets Deutschland AG, located at 0-0 xxx Xxxxxx 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Paying Transfer Agent, Registrar, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent Paying Agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, as amended or supplemented from time to time, including through European Council Directive 2014/48/EU EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, any such Directive. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer With respect to the Dollar Notes, the Issuers shall maintain a U.S. Paying Agent in the Borough of Manhattan, New York City. With respect to the Euro Notes (if any are issued), the Issuers will appoint and shall maintain a Transfer Agent and Paying Agent in London, England. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer Issuers hereby appoints appoint (i) Citibank, N.A., located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10013, United States as U.S. Paying Agent (the office “U.S. Paying Agent”) in the Borough of The Bank Manhattan, New York City, and as agent for service of New Yorknotices and demands in connection with the Notes, Mellon(ii) Citibank, N.A., London Branch, in London, England Branch located at Xxx 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (iiiii) the office of The Bank of New York Mellon (Luxembourg) S.A.Citigroup Global Markets Deutschland AG, at 0-0 xxx Xxxxxx 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The U.S. Paying Agent, RegistrarTransfer Agent, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer Issuers shall maintain a paying agent Paying Agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, as amended or supplemented from time to time, including through European Council Directive 2014/48/EU EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, any such Directive. Subject to any applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office one or agency more offices or agencies for the registration of the Notes and of their transfer or exchange (the each, a “Registrar”), an office one or agency more offices or agencies where Notes may be transferred or exchanged (the each, a “Transfer Agent”), an office one or agency more offices or agencies where the Notes may be presented for payment (the each, a “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (i) the office of The U.S. Bank of New YorkNational Association, Mellon, London Branch, in London, England located at Xxx Xxxxxx 00 Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Xxxx, Xxxxxx Xxxxxxx MN 55107 as Transfer Agent, as Principal Paying Agent in the case of the USD Notes (the “Principal Paying Agent”) in London), England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The U.S. Bank of New York Mellon (Luxembourg) S.A.National Association, located at 0-0 xxx Xxxxxx Xxxxxxx00 Xxxxxxxxxx Xxxxxx, Vertigo Building-PolarisSt. Xxxx, L-2453, LuxembourgMN 55107, as RegistrarRegistrar in the case of the USD Notes, and (iii) U.S. Bank National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Transfer Agent in the case of the USD Notes. Each hereby accepts such appointments. The Transfer Agent, Principal Paying Agent, Registrar, each Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such Directive. Subject to any applicable laws and regulations, the Issuer shall cause the each Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the each Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the each Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes of each series and of their transfer or exchange (the “Registrar”), an office or agency where Notes of such series may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes of such series may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes of such series may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (i) the office of The U.S. Bank of New YorkTrust Company, MellonNational Association, London Branch, in London, England located at Xxx Xxxxxx 00 Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Xxxx, Xxxxxx Xxxxxxx as Transfer AgentMN 55107, as Principal Paying Agent (the “Principal Paying Agent”) in London), England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The U.S. Bank of New York Mellon (Luxembourg) S.A.Trust Company, National Association, located at 0-0 xxx Xxxxxx Xxxxxxx00 Xxxxxxxxxx Xxxxxx, Vertigo Building-PolarisSt. Xxxx, L-2453, LuxembourgMN 55107, as RegistrarRegistrar and (iii) U.S. Bank Trust Company, National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as Transfer Agent. Each hereby accepts such appointments. The Paying Transfer Agent, Registrar, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such Directive. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) for each series of Notes at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the NotesNotes of the applicable series. Such registration in the Security Register shall be conclusive evidence of the ownership of NotesNotes of the applicable series. Included in the books and records for the Notes of each series shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Paying Agent in London, England for all payments, including principal of, premium, if any, and interest on the Notes. The Issuer shall also maintain a U.S. Paying Agent in the Borough of Manhattan, City of New York. The Issuer may change the paying agents without prior notice to the holders of the Notes. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (i) Citibank, N.A., located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10013, United States as U.S. Paying Agent (the office “U.S. Paying Agent”) in the Borough of The Bank Manhattan, New York City, and as agent for service of New Yorknotices and demands in connection with the Notes, Mellon(ii) Citibank, N.A., London Branch, in London, England Branch located at Xxx 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (iiiii) the office of The Bank of New York Mellon (Luxembourg) S.A.Citigroup Global Markets Deutschland AG, at 0-0 xxx Xxxxxx 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The U.S. Paying Agent, RegistrarTransfer Agent, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. .” The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent Paying Agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, as amended or supplemented from time to time, including through European Council Directive 2014/48/EU EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, any such Directive. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer accepts any copy of the Security Register held by the Registrar as correspondence and document recording the transfer of Notes for the purpose of article 40 of the Luxembourg law on commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency in London, England, where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 Article Three, Article Eight, Section 4.07 and Section 4.114.09. The Issuer hereby appoints (i) the office of The Bank of New York, York Mellon, London Branch, in London, England Branch (located at Xxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx X00 0XX, Xxxxxx Xxxxxxx ) as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London), England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A.S.A. (located at Vertigo Building, at Polaris – 0-0 xxx Xxxxxx Xxxxxxx, Vertigo Building-PolarisL-2453 Luxembourg) as Registrar and as Luxembourg Paying Agent (the “Luxembourg Paying Agent”) and (iii) The Bank of New York Mellon, L-2453, Luxembourg, London Branch as Registrar. Each hereby accepts such appointmentsthe Transfer Agent. The Paying AgentBank of New York Mellon, Registrar, any authenticating agent London Branch and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions Bank of the Agents are of a mechanical nature, and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such DirectiveNew York Mellon (Luxembourg) S.A. accept their respective appointments. Subject to any applicable laws and regulations, the Issuer Registrar shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, of the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The If the Issuer shall enter into an appropriate agency agreement with any fails to maintain a Registrar or Paying Agent or co-Registrar not a party to this IndentureAgent, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name shall act as such and address of any such agentshall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer With respect to the Dollar Notes, the Issuers shall maintain a U.S. Paying Agent in the Borough of Manhattan, New York City. With respect to the Euro Notes, the Issuers shall maintain a Transfer Agent and Paying Agent in London, England. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer Issuers hereby appoints appoint (i) Citibank, N.A., located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10013, United States as U.S. Paying Agent (the office “U.S. Paying Agent”) in the Borough of The Bank Manhattan, New York City, and as agent for service of New Yorknotices and demands in connection with the Notes, Mellon(ii) Citibank, N.A., London Branch, in London, England Branch located at Xxx 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (iiiii) the office of The Bank of New York Mellon (Luxembourg) S.A.Citigroup Global Markets Deutschland AG, at 0-0 xxx Xxxxxx 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The U.S. Paying Agent, RegistrarTransfer Agent, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer Issuers shall maintain a paying agent Paying Agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, any such Directive. Subject to any applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Issuers shall maintain a Transfer Agent and U.S. Paying Agent in Londonthe Borough of Manhattan, EnglandNew York City. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer Issuers hereby appoints appoint (i) Citibank, N.A., located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10013, United States as U.S. Paying Agent (the office “U.S. Paying Agent”) in the Borough of The Bank Manhattan, New York City, and as agent for service of New Yorknotices and demands in connection with the Notes, Mellon(ii) Citibank, N.A., London Branch, in London, England Branch located at Xxx 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (iiiii) the office of The Bank of New York Mellon (Luxembourg) S.A.Citigroup Global Markets Deutschland AG, at 0-0 xxx Xxxxxx 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The U.S. Paying Agent, RegistrarTransfer Agent, Principal Paying Agent and Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer Issuers shall maintain a paying agent Paying Agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-26 and 27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, any such Directive. Subject to any applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, EnglandUnited Kingdom. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer Issuers hereby appoints (i) the office of The Bank of New Yorkappoint Citibank, MellonN.A., London Branch, in London, England Branch located at Xxx 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, EnglandUnited Kingdom, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A.Citigroup Global Markets Europe AG, at 0-0 xxx Xxxxxx 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Paying Transfer Agent, Registrar, the Principal Paying Agent and the Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such Directive. Subject to any applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, ​ ​ exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes may be presented for payment (the “Paying Agent”” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer With respect to the Dollar Notes, the Issuers shall maintain a U.S. Paying Agent in the Borough of Manhattan, New York City. With respect to the Euro Notes, the Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, EnglandUnited Kingdom. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, provided that neither the Issuer nor any of its their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer Issuers hereby appoints appoint (i) Citibank, N.A., located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10013, United States as U.S. Paying Agent (the office “U.S. Paying Agent”) in the Borough of The Bank Manhattan, New York City, and as agent for service of New Yorknotices and demands in connection with the Notes, Mellon(ii) Citibank, N.A., London Branch, in London, England Branch located at Xxx 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, EnglandUnited Kingdom, and as agent for service of notices and demands in connection with the Notes and (iiiii) the office of The Bank of New York Mellon (Luxembourg) S.A.Citigroup Global Markets Deutschland AG, at 0-0 xxx Xxxxxx 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The U.S. Paying Agent, Registrarthe Transfer Agent, the Principal Paying Agent and the Registrar and any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions of the Agents are of a mechanical nature, nature and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer Issuers shall maintain a paying agent Paying Agent in an EU Member State a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-26 and 27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, any such Directive. Subject to any applicable laws and regulations, the Issuer Issuers shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, the Issuer Issuers shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office or agency where Notes may be transferred or exchanged (the “Transfer Agent”), an office or agency in London, England, where the Notes may be presented for payment (the “Paying Agent”) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided, however, that neither the Issuer nor any of its Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 Article Three, Article Eight, Section 4.07 and Section 4.114.09. The Issuer hereby appoints (i) the office of The Bank of New York, York Mellon, London Branch, in London, England Branch (located at Xxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx X00 0XX, Xxxxxx Xxxxxxx ) as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London), England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A.S.A. (located at Xxxxxxxx Xxxxxx, at 0-0 xxx Xxxxxx Xxxxxxx0X, Vertigo Building-PolarisXxxxxxxxxx, L-2453X-0000 Xxxxxxxxxxxxx, Luxembourg, Xxxxxxxxxx) as Registrar. Each hereby accepts such appointmentsRegistrar and as Luxembourg Paying Agent (the “Luxembourg Paying Agent”) and (iii) the Corporate Trust Office of the Trustee as the initial Paying Agent and Transfer Agent. The Paying AgentBank of New York Mellon, RegistrarLondon Branch, any authenticating agent The Bank of New York Mellon (Luxembourg) S.A. and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions Corporate Trust Office of the Agents are of a mechanical nature, and each Agent shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall be implied or read into this Indenture against any of the Agents. For the avoidance of doubt, a Paying Agent’s obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disbursed. The Issuer shall maintain a paying agent in an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC, European Council Directive 2014/48/EU or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, such DirectiveTrustee accept their respective appointments. Subject to any applicable laws and regulations, the Issuer Registrar shall cause the Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations it may prescribe, of the Issuer shall provide for the registration of ownership, exchange, and transfer of the Notes. Such registration in the Security Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, canceled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so canceled and the date on which such Note was canceled. The If the Issuer shall enter into an appropriate agency agreement with any fails to maintain a Registrar or Paying Agent or co-Registrar not a party to this IndentureAgent, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name shall act as such and address of any such agentshall be entitled to appropriate compensation therefor pursuant to Section 7.05.