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. 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 plc trading as Euronext Dublin and the rules of The Irish Stock Exchange plc trading as Euronext Dublin 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 plc trading as Euronext Dublin 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 plc trading as Euronext Dublin or otherwise in accordance with the requirements of the rules of The Irish Stock Exchange plc trading as Euronext Dublin.

Registrar, Transfer Agent and Paying Agent. The Company Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange a paying agent (“Registrar”the "Paying Agent"), 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 (“and through which the Issuer will make payments on the Notes and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer shall maintain a Paying Agent for the Notes in London, England. The Issuer shall appoint a Registrar, a Transfer Agent and a Paying Agent” and references to the . The Issuer or any or its Affiliates may act as Registrar, Transfer Agent, Paying Agent and agent for service of notices and demands in connection with the Notes. The Issuer shall include also maintain a registrar (the Principal Paying "Registrar") for the Notes. The Issuer shall also maintain a transfer agent (the "Transfer Agent"). The Registrar will maintain a register (the "Security Register") for the Notes reflecting ownership of Notes of the currency outstanding from time to time. The Paying Agent will make payments on the Notes and the Transfer Agent will maintain a register reflecting ownership facilitate transfer of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Definitive Registered Notes on the behalf of the CompanyIssuer. The Company Registrar or Transfer Agent (as the case may appoint one or more co-registrars, one or more be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a 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 Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying AgentAgent located at: Xxx Xxxxxx Xxxxxx, the Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx and (ii) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Registrar or the and Transfer Agent without prior notice to any Holderlocated at: 0-0 xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg, Luxembourg; and each hereby accepts such appointment. 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 agreement shall implement the provisions of this Indenture that relate to such Agentagent. 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 Registrar or a Paying Agent, the Trustee may appoint a Paying Agent which shall act as suchbe entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. The Company or Upon notice to the Trustee, the Issuer may change any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer AgentAgent without prior notice to the Holders of Notes. The Company initially appoints (i) the office of Deutsche Bank AGHowever, 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 plc trading as Euronext Dublin and the rules of The Irish Stock Exchange plc trading as Euronext Dublin 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 plc trading as Euronext Dublin and the rules of such exchange so require, the Company shall Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of Euronext Dublin (xxx.xxx.xx) in a newspaper having a general circulation in Ireland accordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such rulesnotice of the change in a Paying Agent, posted Registrar or Transfer Agent may instead be published in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times). In addition, the Issuer or any of its Subsidiaries may act as paying agent in connection with the Notes other than for the purposes of effecting a redemption described under Section 3.07 or Section 3.11 or an offer to purchase the Notes described under Section 4.08. The Issuer will make payments on the website of The Irish Stock Exchange plc trading as Euronext Dublin or otherwise Global Notes to the Paying Agent for further credit to DTC which will in turn, distribute such payments in accordance with the requirements of the rules of The Irish Stock Exchange plc trading as Euronext Dublinits procedures.

Registrar, Transfer Agent and Paying Agent. The Company Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange a paying agent (the “RegistrarPaying Agent”), 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 (“and through which the Issuer will make payments on the Notes and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer shall maintain a Paying Agent for the Notes in London, England. The Issuer shall appoint a Registrar, a Transfer Agent and a Paying Agent” and references to the . The Issuer or any or its Affiliates may act as Registrar, Transfer Agent, Paying Agent and agent for service of notices and demands in connection with the Notes. The Issuer shall include also maintain a registrar (the Principal Paying “Registrar”) for the Notes. The Issuer shall also maintain a transfer agent (the “Transfer Agent)”) in London, England. The Registrar will maintain a register (the “Security Register”) for the Notes reflecting ownership of Notes of the currency outstanding from time to time. The Paying Agent will make payments on the Notes and the Transfer Agent will maintain a register reflecting ownership facilitate transfer of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Definitive Registered Notes on the behalf of the CompanyIssuer. The Company Registrar or Transfer Agent (as the case may appoint one or more co-registrars, one or more be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a 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 Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying Agent, the Registrar or the Agent and Transfer Agent without prior notice to any Holderlocated at: Xxx Xxxxxx Xxxxxx, Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx and (ii) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Registrar located at: 0-0 xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg, Luxembourg; and each hereby accepts such appointment. 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 agreement shall implement the provisions of this Indenture that relate to such Agentagent. 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 Registrar or a Paying Agent, the Trustee may appoint a Paying Agent which shall act as suchbe entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. The Company or Upon notice to the Trustee, the Issuer may change any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer AgentAgent without prior notice to the Holders of Notes. The Company initially appoints (i) the office of Deutsche Bank AGHowever, 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 plc trading as Euronext Dublin and the rules of The Irish Stock Exchange plc trading as Euronext Dublin 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 plc trading as Euronext Dublin and the rules of such exchange so require, the Company shall Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of Euronext Dublin (xxx.xxx.xx) in a newspaper having a general circulation in Ireland accordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such rulesnotice of the change in a Paying Agent, posted Registrar or Transfer Agent may instead be published in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times). In addition, the Issuer or any of its Subsidiaries may act as paying agent in connection with the Notes other than for the purposes of effecting a redemption described under Section 3.07 or Section 3.11 or an offer to purchase the Notes described under Section 4.08. The Issuer will make payments on the website of The Irish Stock Exchange plc trading as Euronext Dublin or otherwise Global Notes to the Paying Agent for further credit to DTC which will in turn, distribute such payments in accordance with the requirements of the rules of The Irish Stock Exchange plc trading as Euronext Dublinits procedures.

Registrar, Transfer Agent and Paying Agent. The Company Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange a paying agent (the “RegistrarPaying Agent”), 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 (“and through which the Issuer will make payments on the Notes and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer shall maintain a Paying Agent for the Notes in London, England. The Issuer shall appoint a Registrar, a Transfer Agent and a Paying Agent” and references to the . The Issuer or any or its Affiliates may act as Registrar, Transfer Agent, Paying Agent and agent for service of notices and demands in connection with the Notes. The Issuer shall include also maintain a registrar (the Principal Paying “Registrar”) for the Notes. The Issuer shall also maintain a transfer agent (the “Transfer Agent”). The Registrar will maintain a register (the “Security Register”) for the Notes reflecting ownership of Notes of the currency outstanding from time to time. The Paying Agent will make payments on the Notes and the Transfer Agent will maintain a register reflecting ownership facilitate transfer of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Definitive Registered Notes on the behalf of the CompanyIssuer. The Company Registrar or Transfer Agent (as the case may appoint one or more co-registrars, one or more be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a 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 Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying AgentAgent located at: Xxx Xxxxxx Xxxxxx, the Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx and (ii) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Registrar or the and Transfer Agent without prior notice to any Holderlocated at: 0-0 xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg, Luxembourg; and each hereby accepts such appointment. 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 agreement shall implement the provisions of this Indenture that relate to such Agentagent. 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 Registrar or a Paying Agent, the Trustee may appoint a Paying Agent which shall act as suchbe entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. The Company or Upon notice to the Trustee, the Issuer may change any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer AgentAgent without prior notice to the Holders of Notes. The Company initially appoints (i) the office of Deutsche Bank AGHowever, 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 plc trading as Euronext Dublin and the rules of The Irish Stock Exchange plc trading as Euronext Dublin 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 plc trading as Euronext Dublin and the rules of such exchange so require, the Company shall Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of Euronext Dublin (xxx.xxx.xx) in a newspaper having a general circulation in Ireland accordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such rulesnotice of the change in a Paying Agent, posted Registrar or Transfer Agent may instead be published in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times). In addition, the Issuer or any of its Subsidiaries may act as paying agent in connection with the Notes other than for the purposes of effecting a redemption described under Section 3.07 or Section 3.11 or an offer to purchase the Notes described under Section 4.08. The Issuer will make payments on the website of The Irish Stock Exchange plc trading Global Notes to the Paying Agent for further credit to Euroclear or Clearstream (as Euronext Dublin or otherwise applicable) which will in turn, distribute such payments in accordance with the requirements of the rules of The Irish Stock Exchange plc trading as Euronext Dublintheir respective procedures.

Registrar, Transfer Agent and Paying Agent. The Company Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange a paying agent (“Registrar”the "Paying Agent"), 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 (“and through which the Issuer will make payments on the Notes and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer shall maintain a Paying Agent for the Notes in London, England. The Issuer shall appoint a Registrar, a Transfer Agent and a Paying Agent” and references to the . The Issuer or any or its Affiliates may act as Registrar, Transfer Agent, Paying Agent and agent for service of notices and demands in connection with the Notes. The Issuer shall include also maintain a registrar (the Principal Paying "Registrar") for the Notes. The Issuer shall also maintain a transfer agent (the "Transfer Agent"). The Registrar will maintain a register (the "Security Register") for the Notes reflecting ownership of Notes of the currency outstanding from time to time. The Paying Agent will make payments on the Notes and the Transfer Agent will maintain a register reflecting ownership facilitate transfer of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Definitive Registered Notes on the behalf of the CompanyIssuer. The Company Registrar or Transfer Agent (as the case may appoint one or more co-registrars, one or more be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a 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 Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying AgentAgent located at: One Canaxx Xxxxxx, the Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx xxx (xx) The Bank of New York Mellon SX/XX, Xxxlin Branch, as Registrar or the and Transfer Agent without prior notice to any Holderlocated at: Riverside II, Sir John Rogxxxxx’x Xxxx, Xrand Canal Dock, Dublin 2, Xxxxxxx; xxx xxch hereby accepts such appointment. 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 agreement shall implement the provisions of this Indenture that relate to such Agentagent. 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 Registrar or a Paying Agent, the Trustee may appoint a Paying Agent which shall act as suchbe entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. The Company or Upon notice to the Trustee, the Issuer may change any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer AgentAgent without prior notice to the Holders of Notes. The Company initially appoints (i) the office of Deutsche Bank AGHowever, 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 plc trading as Euronext Dublin and the rules of The Irish Stock Exchange plc trading as Euronext Dublin 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 plc trading as Euronext Dublin and the rules of such exchange so require, the Company shall Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent in a newspaper having a general circulation in Ireland on the official website of Euronext Dublin (www.ise.xx) xx xxxordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such rulesnotice of the change in a Paying Agent, posted Registrar or Transfer Agent may instead be published in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times). In addition, the Issuer or any of its Subsidiaries may act as paying agent in connection with the Notes other than for the purposes of effecting a redemption described under Section 3.07 or Section 3.11 or an offer to purchase the Notes described under Section 4.08. The Issuer will make payments on the website of The Irish Stock Exchange plc trading as Euronext Dublin or otherwise Global Notes to the Paying Agent for further credit to DTC which will in turn, distribute such payments in accordance with the requirements of the rules of The Irish Stock Exchange plc trading as Euronext Dublinits procedures.

Registrar, Transfer Agent and Paying Agent. The Company Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange a paying agent (the “RegistrarPaying Agent”), 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 (“and through which the Issuer will make payments on the Notes and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer shall maintain a Paying Agent for the Notes in London, England. The Issuer shall appoint a Registrar, a CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 Transfer Agent and a Paying Agent” and references to the . The Issuer or any or its Affiliates may act as Registrar, Transfer Agent, Paying Agent and agent for service of notices and demands in connection with the Notes. The Issuer shall include also maintain a registrar (the Principal Paying “Registrar”) for the Notes. The Issuer shall also maintain a transfer agent (the “Transfer Agent”). The Registrar will maintain a register (the “Security Register”) for the Notes reflecting ownership of Notes of the currency outstanding from time to time. The Paying Agent will make payments on the Notes and the Transfer Agent will maintain a register reflecting ownership facilitate transfer of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Definitive Registered Notes on the behalf of the CompanyIssuer. The Company Registrar or Transfer Agent (as the case may appoint one or more co-registrars, one or more be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a 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 Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying AgentAgent located at: Xxx Xxxxxx Xxxxxx, the Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx and (ii) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Registrar or the and Transfer Agent without prior notice to any Holderlocated at: 0-0 xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg, Luxembourg; and each hereby accepts such appointment. 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 agreement shall implement the provisions of this Indenture that relate to such Agentagent. 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 Registrar or a Paying Agent, the Trustee may appoint a Paying Agent which shall act as suchbe entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. The Company or Upon notice to the Trustee, the Issuer may change any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer AgentAgent without prior notice to the Holders of Notes. The Company initially appoints (i) the office of Deutsche Bank AGHowever, 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 plc trading as Euronext Dublin and the rules of The Irish Stock Exchange plc trading as Euronext Dublin 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 plc trading as Euronext Dublin and the rules of such exchange so require, the Company shall Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of Euronext Dublin (xxx.xxx.xx) in a newspaper having a general circulation in Ireland accordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such rulesnotice of the change in a Paying Agent, posted Registrar or Transfer Agent may instead be published in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times). In addition, the Issuer or any of its Subsidiaries may act as paying agent in connection with the Notes other than for the purposes of effecting a redemption described under Section 3.07 or Section 3.11 or an offer to purchase the Notes described under Section 4.08. The Issuer will make payments on the website of The Irish Stock Exchange plc trading Global Notes to the Paying Agent for further credit to Euroclear or Clearstream (as Euronext Dublin or otherwise applicable) which will in turn, distribute such payments in accordance with the requirements of the rules of The Irish Stock Exchange plc trading as Euronext Dublintheir respective procedures.

Registrar, Transfer Agent and Paying Agent. The Company Issuers shall maintain an office or agency where Notes may be presented for payment (“Paying Agent”). One or more Paying Agents for the Notes will be maintained 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 Issuers shall also maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where . The Registrar shall keep a register of the Notes may be transferred or exchanged (the “Transfer AgentNote Register”) and an office or agency where the Notes may be presented for payment (“Paying Agent” of their transfer and references to the Paying Agent shall include the Principal Paying Agent)exchange. The Registrar and registered Holder of a Note will be treated as 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 owner of the CompanyNote for all purposes. The Company Issuers may appoint 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 agentagents. The Company Issuers will also maintain a transfer agent (“Transfer Agent”). The Transfer Agent is responsible for, among other things, facilitating any transfers or exchanges of beneficial interests in different Global Notes between Holders. The Issuers may change the any 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 Issuers may enter into an appropriate agency agreement with any Registrar, Transfer Agent or Paying Agent not a party to this Indenture. The Company shall enter into an appropriate Any such agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuers shall notify the Trustee in writing of the name and address of any such Agent. If the Company fails Issuers fail to appoint or maintain another entity as Registrar Registrar, Transfer Agent or Paying Agent, the Trustee shall shall, to the extent that it is capable, act as such. The Company Issuers or any of its Restricted their respective domestic Subsidiaries may act as Registrar, Transfer Agent or Paying Agent, Registrar or Transfer Agent. The Company Issuers hereby initially appoints (i) appoint Deutsche Bank AG, London Branch, as Principal Paying Agent and Common Depositary with respect to the office of Global Notes and 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 hereby accepts such appointment. The Issuers hereby initially appoint 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 Deutsche Bank Luxembourg S.A. hereby accepts such appointment. The Issuers initially appoint Euroclear and Clearstream to act as a Depositary with respect to the Global Notes. If and for so long as the Notes are listed on the Official List of The Irish the Luxembourg Stock Exchange plc trading as Euronext Dublin and traded on the Euro MTF Market thereof and the rules of The Irish the Luxembourg Stock Exchange plc trading as Euronext Dublin 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 plc trading as Euronext Dublin and the rules of such exchange so require, the Company shall Issuers will publish a notice of any change of Paying Agent, Registrar or Transfer Agent or Registrar in a newspaper having a general circulation in Ireland the Grand Duchy of Luxembourg (currently expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, posted on the official website of The Irish the Luxembourg Stock Exchange plc trading (xxx.xxxxxx.xx). The right, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to perform the duties expressly and specifically set out in this Indenture and shall have no implied duties, covenants or obligations whatsoever. Each Agent shall act at the appointment and as Euronext Dublin or otherwise in accordance with the requirements agent of the rules of The Irish Stock Exchange plc trading as Euronext DublinIssuers and shall have no duty or obligation to the Holders.

Registrar, Transfer Agent and Paying Agent. The Company Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)a Paying Agent, 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 (“and through which the Issuer will make payments on the Notes and an office or agency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer shall maintain one or more Paying Agents for the Dollar Notes in the Borough of Manhattan, City of New York. The Issuer shall maintain one or more Paying Agents for the Euro Notes in London, England. The Issuer may appoint one or more Registrars, one or more Transfer Agents and one or more additional Paying Agents. The Issuer or any or its Affiliates may act as Registrar, Transfer Agent” and references to the , Paying Agent and agent for service of notices and demands in connection with the Notes. The Issuer shall include also maintain one or more registrars (each, a “Registrar”) in New York for the Principal Paying Dollar Notes and Luxembourg for the Euro Notes. The Issuer shall also maintain a transfer agent (each, a “Transfer Agent)”) in London, England. The Registrar will maintain a register (the “Security Register”) for the Notes reflecting ownership of Notes of the relevant currency outstanding from time to time. The Paying Agent will make payments on the Notes and the Transfer Agent will maintain a register reflecting ownership facilitate transfer of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfers of definitive registered Definitive Registered Notes on the behalf of the CompanyIssuer. The Company Registrar or Transfer Agent (as the case may appoint one or more co-registrarsbe) will promptly inform the Issuer of any changes to the Security Register. In the case of discrepancy between the Security Register and the register kept by, one or more transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrarat the office of, the term “Issuer, the registrations in the register held by, and at the registered office of, the Issuer shall prevail. Each Transfer Agent” includes any additional Agent shall perform the functions of a transfer agent and the term “Paying Agent” includes any additional paying agent. The Company may change the Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Euro Paying Agent, the Registrar or the Agent and Transfer Agent without prior notice to any Holderlocated at: Xxx Xxxxxx Xxxxxx, Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx; (ii) The Bank of New York Mellon, as Dollar Paying Agent and Dollar Registrar located at: 000 Xxxxxxx Xxxxxx, New York, New York 10286, United States; and (iii) The Bank of New York Mellon (Luxembourg) S.A., as Euro Registrar located at: 00 xxx Xxxxxx Xxxxxxx, L2453 Luxembourg, Luxembourg; and each hereby accepts such appointment. The Company shall notify the Trustee Issuer undertakes to maintain a Paying Agent in writing a member state of the name European Union that is not obligated to withhold or deduct on account of tax pursuant to the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26 and address 27, 2000 on the taxation of savings income, or any Agent not a party law implementing or complying with, or introduced in order to this Indentureconform to, such Directive. The Company Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agentagent. 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 Registrar or a Paying Agent, the Trustee may appoint a Paying Agent which shall act as suchbe entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. The Company or Upon notice to the Trustee, the Issuer may change any of its Restricted Subsidiaries may act as Paying Agent, Registrar or Transfer AgentAgent without prior notice to the Holders of Notes. 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 For so long as the Notes are listed on the Official List of The Irish Stock Exchange plc trading as Euronext Dublin and the rules of The the Irish Stock Exchange plc trading as Euronext Dublin 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 plc trading as Euronext Dublin and the rules of such exchange so require, the Company shall Issuer will publish a notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of the Irish Stock Exchange (xxx.xxx.xx) in a newspaper having a general circulation in Ireland accordance with Section 12.01, or, to the extent and in the manner permitted by the rules of the Irish Stock Exchange, such rulesnotice of the change in a Paying Agent, posted Registrar or Transfer Agent may instead be published in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times). In addition, the Issuer or any of its Subsidiaries may act as paying agent in connection with the Notes other than for the purposes of effecting a redemption described under Section 3.07 or Section 3.11 or an offer to purchase the Notes described under Section 4.13. The Issuer will make payments on the website of The Irish Stock Exchange plc trading Global Notes to the Paying Agents for further credit to DTC, Euroclear or Clearstream (as Euronext Dublin or otherwise applicable) which will in turn, distribute such payments in accordance with the requirements of the rules of The Irish Stock Exchange plc trading as Euronext Dublintheir respective procedures.