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

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain a paying agent (the “Paying Agent”), 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. 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 also maintain a registrar (the “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 facilitate transfer of Definitive Registered Notes on the behalf of the Issuer. The Registrar or Transfer Agent (as the case may be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a transfer agent. The Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying Agent and Transfer Agent located 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 Issuer shall enter into an appropriate agency agreement with any Paying Agent or Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Paying Agent, the Trustee may appoint a Paying Agent which shall be entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to the Holders of Notes. However, for so long as Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, the Issuer will publish notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of Euronext Dublin (xxx.xxx.xx) in accordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such notice of the change in a Paying Agent, 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 Global Notes to the Paying Agent for further credit to DTC which will in turn, distribute such payments in accordance with its procedures.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain a paying agent an office or agency for the registration of the Notes and of their transfer or exchange (the “Paying 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 through which references to the Issuer will make payments on Paying Agent shall include the Notes 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 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 in London, England. The Issuer shall appoint a Registrar, a Transfer Agent and a Paying Agent. The Issuer or any or of its Affiliates may act as Transfer Agent, Registrar, Transfer Agentco-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 4.11. The Issuer shall also maintain a registrar 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 “RegistrarU.S. Paying Agent”) in the Borough of Manhattan, New York City, and as agent for service of notices and demands in connection with the Notes. The Issuer shall also maintain a transfer agent , (ii) Citibank, N.A., London Branch located at 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Transfer Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (iii) Citigroup Global Markets Deutschland AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The U.S. Paying Agent, Transfer Agent, Principal Paying Agent and Registrar will and any authenticating 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, as amended or supplemented from time to time, including through European Council Directive 2014/48/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 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 reflecting ownership of 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 currency outstanding from time to time. The Paying Agent will make payments on replacement of any of the Notes Notes, the Registrar shall keep a record of the Note so replaced and the Transfer Agent will facilitate transfer of Definitive Registered Notes on Note issued in replacement thereof. In the behalf case of the Issuer. The Registrar or Transfer Agent (as the case may be) will promptly inform the Issuer cancellation of any changes to of the Security Register. Each Transfer Agent Notes, the Registrar shall perform keep a record of the functions of a transfer agent. The Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying Agent Note so canceled and Transfer Agent located 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 the date on which such appointmentNote was canceled. The 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 agent. The Issuer shall notify the Trustee in writing 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 Paying Agent which suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.067.05. Upon notice to written request from the TrusteeIssuer, the Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to the Holders of Notes. However, for so long as Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, shall provide the Issuer will publish notice with a copy of any change of Paying Agent, the Security Register held by the Registrar or Transfer Agent on to enable the official website of Euronext Dublin Issuer to maintain a register in its own registered office in Luxembourg (xxx.xxx.xx) in accordance with Section 12.01, or, to the extent required by law and in subject to the manner permitted by the rules provisions of Euronext Dublin, such notice of the change in a Paying Agent, Registrar or Transfer Agent may instead be published in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Timesthis Indenture). 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 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 the Global Notes commercial companies, dated August 10, 1915, as amended, and agrees to the Paying Agent for further credit to DTC which will in turn, distribute update its register upon receipt of such payments in accordance with its procedurescopy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain a paying agent (the “Paying Agent”), 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. 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 also maintain a registrar (the “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 facilitate transfer of Definitive Registered Notes on the behalf of the Issuer. The Registrar or Transfer Agent (as the case may be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a transfer agent. The Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying Agent and Transfer Agent located at: Xxx Xxxxxx Xxxxxx, Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx and (ii) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Registrar and Transfer Agent located at: 0-0 xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg, Luxembourg; and each hereby accepts such appointment. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Paying Agent, the Trustee may appoint a Paying Agent which shall be entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to the Holders of Notes. However, for so long as Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, the Issuer will publish notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of Euronext Dublin (xxx.xxx.xx) in accordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such notice of the change in a Paying Agent, 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 Global Notes to the Paying Agent for further credit to DTC Euroclear or Clearstream (as applicable) which will in turn, distribute such payments in accordance with its their respective procedures.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain a paying agent (the “"Paying Agent”"), 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. 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 also maintain a registrar (the “"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 facilitate transfer of Definitive Registered Notes on the behalf of the Issuer. The Registrar or Transfer Agent (as the case may be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a transfer agent. The Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying Agent and Transfer Agent located at: Xxx Xxxxxx Xxxxxx, Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx and (ii) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Registrar and Transfer Agent located at: 0-0 xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg, Luxembourg; and each hereby accepts such appointment. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Paying Agent, the Trustee may appoint a Paying Agent which shall be entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to the Holders of Notes. However, for so long as Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, the Issuer will publish notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of Euronext Dublin (xxx.xxx.xx) in accordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such notice of the change in a Paying Agent, 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 Global Notes to the Paying Agent for further credit to DTC which will in turn, distribute such payments in accordance with its procedures.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain a paying agent (the “Paying Agent”), an office or agency where the Notes may be presented for payment and through which the Issuer will make payments on (“Paying Agent”). One or more Paying Agents for the Notes and 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 notices Notes may be presented for registration of transfer or demands to or upon the Issuer in respect for exchange (“Registrar”). The Registrar shall keep a register of the Notes may be served(“Note Register”) and of their transfer and exchange. The Issuer shall maintain registered Holder of a Paying Agent Note will be treated as the owner of the Note for the Notes in London, Englandall purposes. The Issuer shall Issuers may appoint a one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, a Transfer Agent and a the term “Paying Agent” includes any additional paying agents. 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 also maintain a registrar (the “Registrar”) for the Notes. The Issuer shall Issuers will also maintain a transfer agent (the “Transfer Agent”) in London, England). The Registrar will maintain a register (the “Security Register”) for the Transfer Agent is responsible for, among other things, facilitating any transfers or exchanges of beneficial interests in different Global Notes reflecting ownership of Notes of the currency outstanding from time to timebetween Holders. The Issuers may change any Paying Agent will make payments on the Notes and the Transfer Agent will facilitate transfer of Definitive Registered Notes on the behalf of the Issuer. The Agent, Registrar or Transfer Agent (as the case may be) will promptly inform the Issuer of without prior notice to any changes to the Security Register. Each Transfer Agent shall perform the functions of a transfer agentHolder. The Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying Agent and Transfer Agent located 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 Issuer shall Issuers may enter into an appropriate agency agreement with any Registrar, Transfer Agent or Paying Agent or Registrar not a party to this Indenture. The Any such agency agreement shall implement the provisions of this Indenture that relate to such agentAgent. The Issuer Issuers shall notify the Trustee in writing of the name and address of any such agentAgent. If the Issuer fails Issuers fail to appoint or maintain a another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. The Issuers or any of their respective domestic Subsidiaries may act as Registrar, Transfer Agent or Paying Agent. The Issuers hereby initially appoint a Deutsche Bank AG, London Branch, as Principal Paying Agent which shall be entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. Upon notice and Common Depositary with respect to the TrusteeGlobal Notes and Deutsche Bank AG, the Issuer may change any Paying AgentLondon Branch hereby accepts such appointment. The Issuers hereby initially appoint Deutsche Bank Luxembourg S.A., as Registrar or and Transfer Agent without prior notice and 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 Holders of Global Notes. However, If and for so long as the Notes are listed on Euronext Dublin the Official List of the Luxembourg Stock Exchange and traded on the Euro MTF Market thereof and the rules of Euronext Dublin the Luxembourg Stock Exchange so require, the Issuer Issuers will publish a notice of any change of Paying Agent, Registrar or Transfer Agent on or Registrar in a newspaper having a general circulation in the official website Grand Duchy of Euronext Dublin Luxembourg (xxx.xxx.xxcurrently expected to be the Luxemburger Wort) in accordance with Section 12.01, or, to the extent and in the manner permitted by such rules, the rules of Euronext Dublin, such notice official website of the change in a Paying Agent, Registrar or Transfer Agent may instead be published in a daily newspaper with general circulation in Ireland Luxembourg Stock Exchange (which is expected to be the Irish Timesxxx.xxxxxx.xx). In additionThe right, powers, duties, obligations and actions of each Agent under this Indenture are several and not joint or joint and several, and the Issuer 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 any obligations whatsoever. Each Agent shall act at the appointment and as agent 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 Issuers and shall have no duty or Section 3.11 or an offer to purchase the Notes described under Section 4.08. The Issuer will make payments on the Global Notes obligation to the Paying Agent for further credit to DTC which will in turn, distribute such payments in accordance with its proceduresHolders.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain a paying agent (the “Paying Agent”), 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. 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 also maintain a registrar (the “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 facilitate transfer of Definitive Registered Notes on the behalf of the Issuer. The Registrar or Transfer Agent (as the case may be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a transfer agent. The Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying Agent and Transfer Agent located at: Xxx Xxxxxx Xxxxxx, Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx and (ii) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Registrar and Transfer Agent located at: 0-0 xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg, Luxembourg; and each hereby accepts such appointment. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Paying Agent, the Trustee may appoint a Paying Agent which shall be entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to the Holders of Notes. However, for so long as Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, the Issuer will publish notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of Euronext Dublin (xxx.xxx.xx) in accordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such notice of the change in a Paying Agent, 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 Global Notes to the Paying Agent for further credit to DTC Euroclear or Clearstream (as applicable) which will in turn, distribute such payments in accordance with its their respective procedures.

Registrar, Transfer Agent and Paying Agent. The Issuer Company shall maintain a paying agent 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 “Paying Transfer Agent”), ) and an office or agency where the Notes may be presented for payment (“Paying Agent” and through which references to 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 shall include the Notes in London, England. The Issuer shall appoint a Registrar, a Transfer Agent and a Principal Paying Agent. 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 also maintain a registrar (the “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 of definitive registered Notes outstanding from time to time and will make payments on and facilitate transfer transfers of Definitive Registered definitive registered Notes on the behalf of the IssuerCompany. The Registrar 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 (as Agent” includes any additional transfer agent and the case may be) will promptly inform the Issuer of term “Paying Agent” includes any changes to the Security Register. Each Transfer Agent shall perform the functions of a transfer additional paying agent. The Issuer hereby initially appoints (i) The Bank of New York MellonCompany may change the Paying Agent, London Branch as Paying Agent and the Registrar or the Transfer Agent located 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 appointmentwithout 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. 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. The Issuer shall notify the Trustee in writing of the name and address of any such agentAgent. If the Issuer Company fails to appoint or maintain a another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Restricted Subsidiaries may appoint a Paying Agent which shall be entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. Upon notice to the Trustee, the Issuer may change any 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 without prior notice to (the Holders “Principal Paying Agent”) and (ii) the office of NotesDeutsche 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. However, 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 Issuer will 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 on the official website of Euronext Dublin (xxx.xxx.xx) in accordance with Section 12.01, 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, such notice of the change in a Paying Agent, 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 Global Notes to the Paying Agent for further credit to DTC which will in turn, distribute such payments in accordance with its procedures.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain a paying agent (the “"Paying Agent”"), 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. 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 also maintain a registrar (the “"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 facilitate transfer of Definitive Registered Notes on the behalf of the Issuer. The Registrar or Transfer Agent (as the case may be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent shall perform the functions of a transfer agent. The Issuer hereby initially appoints (i) The Bank of New York Mellon, London Branch as Paying Agent and Transfer Agent located at: Xxx Xxxxxx One Canaxx Xxxxxx, Xxxxxx, X00 0XX, Xxxxxx Xxxxxxx and xxx (iixx) The Bank of New York Xxxxxx Mellon SX/XX/NV, Luxembourg Xxxlin Branch, as Registrar and Transfer Agent located at: 0-0 Riverside II, Sir John Rogxxxxx’x Xxxx, Xrand Canal Dock, Dublin 2, Xxxxxxx; xxx Xxxxxx Xxxxxxx, L-2453 Luxembourg, Luxembourg; and each xxch hereby accepts such appointment. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Paying Agent, the Trustee may appoint a Paying Agent which shall be entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to the Holders of Notes. However, for so long as Notes are listed on Euronext Dublin and the rules of Euronext Dublin so require, the Issuer will publish notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of Euronext Dublin (xxx.xxx.xxwww.ise.xx) in accordance xx xxxordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such notice of the change in a Paying Agent, 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 Global Notes to the Paying Agent for further credit to DTC which will in turn, distribute such payments in accordance with its procedures.