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

Registrar, Paying Agent and Calculation Agent. The Company shall maintain one or more paying agents (each, a “Paying Agent”) for the Notes in London. For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, the Company shall maintain a transfer agent in Luxembourg. The initial Paying Agent will be The Bank of New York Mellon, London Branch. The initial Transfer Agent will be The Bank of New York Xxxxxx XX/NV, Luxembourg Branch in Luxembourg. The Company shall maintain one or more registrars (each, a “Registrar”). The initial Registrar will be The Bank of New York Xxxxxx XX/NV, Luxembourg Branch in Luxembourg. The Registrar and the transfer agent in Luxembourg shall maintain a register reflecting ownership of Definitive Notes (as defined herein) outstanding from time to time and will make payments on and facilitate transfer of Definitive Notes on behalf of the Company. The Company may at any time designate one or more additional Paying Agents, Registrars or Transfer Agents or rescind the designation of any Paying Agent, Registrar or Transfer Agent or approve a change in the office through which any Paying Agent, Registrar or Transfer Agent acts, except that the Company will be required to maintain a paying agent as specified in the first paragraph of this Section 2.05. The Company shall give notice to each holder of Notes pursuant to Section 12.02 of any change in Paying Agents, Registrars or Transfer Agents. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, and such agreement shall incorporate the TIA’s provisions of this Indenture that relate to such Agent.

Registrar, Paying Agent and Calculation Agent. The Company shall maintain one or more paying agents (each, a “Paying Agent”) for the Notes in London. For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, the Company shall maintain a transfer agent in Luxembourg. The initial Paying Agent will be The Bank of New York Mellon, London Branch. The initial Transfer Agent will be The Bank of New York Xxx Xxxx xx Xxx Xxxx Xxxxxx XX/NV, Luxembourg Branch in Luxembourg. The Company shall maintain one or more registrars (each, a “Registrar”). The initial Registrar will be The Bank of New York Xxx Xxxx Xxxxxx XX/NV, Luxembourg Branch in Luxembourg. The Registrar and the transfer agent in Luxembourg shall maintain a register reflecting ownership of Definitive Notes (as defined herein) outstanding from time to time and will make payments on and facilitate transfer of Definitive Notes on behalf of the Company. The Company may at any time designate one or more additional Paying Agents, Registrars or Transfer Agents or rescind the designation of any Paying Agent, Registrar or Transfer Agent or approve a change in the office through which any Paying Agent, Registrar or Transfer Agent acts, except that the Company will be required to maintain a paying agent as specified in the first paragraph of this Section 2.05. The Company shall give notice to each holder of Notes pursuant to Section 12.02 of any change in Paying Agents, Registrars or Transfer Agents. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, and such agreement shall incorporate the TIA’s provisions of this Indenture that relate to such Agent.