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

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register (the “Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints (i) Elavon Financial Services DAC, UK Branch to act as the Paying Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar. For so long as the Notes are listed on the Official List of Euronext Dublin and admitted for trading on the Global Exchange Market thereof and the rules of Euronext Dublin so require, the Issuer will post a notice of any change of paying agent, registrar or transfer agent with respect to the Notes on the official website of Euronext Dublin to the extent required and in a manner permitted by such rules.

Registrar, Transfer Agent and Paying Agent. (a) The Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) and an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register (the “Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional transfer and paying agents. The terms “Paying Agent” and “Transfer Agent” include any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holderregistrars. The Issuer shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture. Such 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 appoint or maintain another entity as a Registrar, Transfer Paying Agent or Paying Transfer Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer Issuer, the Company or any of its Subsidiaries Wholly Owned Subsidiary may act as Registrar, Paying Agent, Transfer Agent or RegistrarTransfer Agent. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer initially appoints may require a Holder to pay any taxes and fees required by law or permitted by this Indenture. The Registrar need not register transfers or exchanges of any Notes selected for redemption (iexcept, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) Elavon Financial Services DAC, UK Branch or any Notes for a period of 15 days before a selection of Notes to act be redeemed or any Notes during the period after the relevant record date and prior to the relevant interest payment date. The Holder of a Note may be treated as the Paying Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar. For so long as the Notes are listed on the Official List owner of Euronext Dublin and admitted such Note for trading on the Global Exchange Market thereof and the rules of Euronext Dublin so require, the Issuer will post a notice of any change of paying agent, registrar or transfer agent with respect to the Notes on the official website of Euronext Dublin to the extent required and in a manner permitted by such rulesall purposes.

Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain (i) an office or agency where Notes may be presented for registration (including any co-registrar described below, the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (including any co-transfer agent described below, the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (including any additional paying agents described below, the “Paying Agent”). The Registrar shall keep a register of the Notes (the “Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer Company may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer Company may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer Company fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer Company or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer Company initially appoints (i) Elavon Financial Services DAC, UK Branch DTC to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Paying Agent, Transfer Agent and (ii) Elavon Financial Services DAC Registrar for the Notes and to act as Custodian with respect to the Transfer Agent and RegistrarGlobal Notes. For If any Notes are listed on an exchange, for so long as the Notes are so listed on the Official List of Euronext Dublin and admitted for trading on the Global Exchange Market thereof and the rules of Euronext Dublin such exchange so require, the Issuer Company will post a satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice of requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent with respect to the Notes on the official website of Euronext Dublin to the extent required and in a manner permitted by such rulesagent.

Registrar, Transfer Agent and Paying Agent. (a) The Issuer shall maintain (i) an office or agency in Luxembourg where Notes may be presented for registration (the “Registrar”), (ii) and an office or agency in London and Luxembourg (for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require) where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register (the “Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional transfer and paying agents. The terms “Paying Agent” and “Transfer Agent” include any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holderregistrars. The Issuer shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture. Such 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 appoint or maintain another entity as a Registrar, Transfer Paying Agent or Paying Transfer Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer Issuer, the Company or any of its Subsidiaries Wholly Owned Subsidiary may act as Registrar, Paying Agent, Transfer Agent or RegistrarTransfer Agent. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer initially appoints may require a Holder to pay any taxes and fees required by law or permitted by this Indenture. The Registrar need not register transfer or exchanges of Notes selected for redemption (iexcept, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) Elavon Financial Services DACor any Notes for a period of 15 days before a selection of Notes to be redeemed, UK Branch to act or any Notes for a period of 15 days before a selection of an interest payment date. The Holder of a Note may be treated as the Paying Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar. For so long as the Notes are listed on the Official List owner of Euronext Dublin and admitted such Note for trading on the Global Exchange Market thereof and the rules of Euronext Dublin so require, the Issuer will post a notice of any change of paying agent, registrar or transfer agent with respect to the Notes on the official website of Euronext Dublin to the extent required and in a manner permitted by such rulesall purposes.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register (the “Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints (i) Elavon Financial Services DAC, UK Branch to act as the Paying Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrar. For so long as the Notes are listed on the Official List of Euronext Dublin the Irish Stock Exchange and admitted for trading on the Global Exchange Market thereof and the rules of Euronext Dublin the Irish Stock Exchange so require, the Issuer will post a notice of any change of paying agent, registrar or transfer agent with respect to the Notes on the official website of Euronext Dublin the Irish Stock Exchange to the extent required and in a manner permitted by such rules.

Registrar, Transfer Agent and Paying Agent. (a) The Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) and an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register (the “Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint have one or more co-registrars, one or more co-transfer agents registrars and one or more additional transfer and paying agents. The terms “Paying Agent” and “Transfer Agent” include any additional paying agent or transfer agent, as applicable, and the term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holderregistrars. The Issuer shall notify the Trustee in writing of the name and address of enter into an appropriate agency agreement with any Agent not a party to this Indenture. Such 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 appoint or maintain another entity as a Registrar, Transfer Paying Agent or Paying Transfer Agent, the Trustee shall act as suchsuch and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Issuer Issuer, the Company or any of its Subsidiaries Wholly Owned Subsidiary may act as Registrar, Paying Agent, Transfer Agent or Transfer Agent. Upon any transfer or exchange, the Registrar. The Issuer initially appoints (i) Elavon Financial Services DAC, UK Branch to act as the Paying Agent and (ii) Elavon Financial Services DAC to act as the Transfer Agent and Registrarthe Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by this Indenture. For so long The Issuer will not be required to make and the Registrar need not register transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or any Notes during the period after the relevant record date and prior to the relevant interest payment date. The Holder of a Note may be treated as the Notes are listed on the Official List owner of Euronext Dublin and admitted such Note for trading on the Global Exchange Market thereof and the rules of Euronext Dublin so require, the Issuer will post a notice of any change of paying agent, registrar or transfer agent with respect to the Notes on the official website of Euronext Dublin to the extent required and in a manner permitted by such rulesall purposes.