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

Registrar, Paying Agent and Depositary. The Company shall maintain an office or agency in the Borough of Manhattan, the City of New York, where Debt Securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Debt Securities may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Debt Securities and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or other Agent not a party to this Indenture, which shall incorporate the mandatory terms of the TIA not otherwise excluded hereunder. The Company may change any Paying Agent or Registrar without notice to any Holder. The Registrar or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Company; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.10. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. 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 Subsidiaries may act as Paying Agent or Registrar. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Notes Custodian with respect to the Global Notes. The Company shall cause the Debt Security Register to be kept at the Corporate Trust Office of the Trustee acting in its capacity as Registrar.

Registrar, Paying Agent and Depositary. For Luxembourg law purposes, the Company will hold at its registered office a register of the Securities in which [Euroclear/Clearstream] will be recorded as the holder of the Securities. The Company shall also maintain an office or agency in the Borough of Manhattan, the City of New York, where Debt Securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Debt Securities may be presented for payment (“Paying Agent”). The Registrar shall keep a register (the “Security Register”) of the Debt each series of Securities and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or other Agent not a party to this Indenture, which shall incorporate the mandatory terms of the TIA not otherwise excluded hereunder. The Company may change any Paying Agent or Registrar with respect to the Securities of any series without notice to any Holder. The Registrar or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Company; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.10. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another an entity other than the Trustee as either Registrar or Paying AgentAgent for the affected series of Securities, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global NotesSecurities. The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Notes Securities Custodian with respect to the Global Notes. The Company shall cause the Debt Security Register to be kept at the Corporate Trust Office of the Trustee acting in its capacity as RegistrarSecurities.

Registrar, Paying Agent and Depositary. (a) The Company shall maintain a registrar with an office or agency in the Borough of Manhattan, the City of New York, where Debt Securities Notes may be presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Debt Securities Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Debt Securities Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or other Agent not a party to this Indenture, which shall incorporate the mandatory terms of the TIA not otherwise excluded hereunder. The Company may change any Paying Agent or Registrar without notice to any Holder. The Registrar or Paying Company shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent may resign at any time upon that is not less than 10 Business Days’ prior written notice a party to this Indenture. The agreement shall implement the Company; provided, however, provisions of this Indenture that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.10relate to such Agent. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch 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 Subsidiaries may act as Paying Agent or Registrar. . (b) The Company initially appoints The Depository Trust Company (“DTC”) DTC to act as Depositary with respect to the Global Notes. . (c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Notes Custodian with respect to the Global Notes. (d) The Company shall be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company shall cause will make the Debt Security Register calculations in good faith. The Company will provide a schedule of its calculations to be kept at the Corporate Trust Office Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Trustee acting in its capacity as RegistrarCompany’s calculations without independent verification.

Registrar, Paying Agent and Depositary. For Luxembourg law purposes, the Company will hold at its registered office a register of the Securities in which Euroclear/Clearstream will be recorded as the holder of the Securities. The Company shall also maintain an office or agency in the Borough of Manhattan, the City of New York, where Debt Securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Debt Securities may be presented for payment (“Paying Agent”). The Registrar shall keep a register (the “Security Register”) of the Debt each series of Securities and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or other Agent not a party to this Indenture, which shall incorporate the mandatory terms of the TIA not otherwise excluded hereunder. The Company may change any Paying Agent or Registrar with respect to the Securities of any series without notice to any Holder. The Registrar or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Company; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.10. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another an entity other than the Trustee as either Registrar or Paying AgentAgent for the affected series of Securities, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Notes Custodian with respect to the Global Notes. The Company shall cause the Debt Security Register to be kept at the Corporate Trust Office of the Trustee acting in its capacity as Registrar.the

Registrar, Paying Agent and Depositary. (a) The Company shall maintain a registrar with an office or agency in the Borough of Manhattan, the City of New York, where Debt Securities Notes may be presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Debt Securities Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Debt Securities Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or other Agent not a party to this Indenture, which shall incorporate the mandatory terms of the TIA not otherwise excluded hereunder. The Company may change any Paying Agent or Registrar without notice to any Holder. The Registrar or Paying Company shall enter into an appropriate agency agreement, which shall incorporate the provisions of the TIA, with any Agent may resign at any time upon that is not less than 10 Business Days’ prior written notice a party to this Indenture. The agreement shall implement the Company; provided, however, provisions of this Indenture that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.10relate to such Agent. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch 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 Subsidiaries may act as Paying Agent or Registrar. . (b) The Company initially appoints The Depository Trust Company (“DTC”) DTC to act as Depositary with respect to the Global Notes. . (c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Notes Custodian with respect to the Global Notes. (d) The Company shall be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith. The Company will provide a schedule of its calculations to the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. None of the Trustee, the Registrar or the Paying Agents shall cause have any responsibility or obligation to any beneficial owner of an interest in a Global Note, any Agent Member or other member of, or a participant in, DTC or other Person with respect to the Debt Security Register accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be kept at given to the Corporate Trust Office Holders and all payments to be made to Holders in respect of the Trustee acting Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its capacity as Registrarapplicable rules and procedures. The Trustee, Registrar and Paying Agents may rely and shall be fully protected in relying upon information furnished by DTC with respect to its Agent Members and other members, participants and any beneficial owners.

Registrar, Paying Agent and Depositary. For Luxembourg law purposes, the Company will hold at its registered office a register of the Securities in which [Euroclear/Clearstream] will be recorded as the holder of the Securities. The Company shall also maintain an office or agency in the Borough of Manhattan, the City of New York, where Debt Securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Debt Securities may be presented for payment (“Paying Agent”). The Registrar shall keep a register (the “Security Register”) of the Debt each series of Securities and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or other Agent not a party to this Indenture, which shall incorporate the mandatory terms of the TIA not otherwise excluded hereunder. The Company may change any Paying Agent or Registrar with respect to the Securities of any series without notice to any Holder. The Registrar or Paying Agent may resign at any time upon not less than 10 Business Days’ prior written notice to the Company; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.10. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another an entity other than the Trustee as either Registrar or Paying AgentAgent for the affected series of Securities, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Notes Custodian with respect to the Global Notes. The Company shall cause the Debt Security Register to be kept at the Corporate Trust Office of the Trustee acting in its capacity as Registrar.the

Registrar, Paying Agent and Depositary. (a) The Company shall maintain a registrar with an office or agency in the Borough of Manhattan, the City of New York, where Debt Securities Notes may be presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Debt Securities Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Debt Securities Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or other Agent not a party to this Indenture, which shall incorporate the mandatory terms of the TIA not otherwise excluded hereunder. The Company may change any Paying Agent or Registrar without notice to any Holder. The Registrar or Paying Company shall enter into an appropriate agency agreement with any Agent may resign at any time upon that is not less than 10 Business Days’ prior written notice a party to this Indenture. The agreement shall implement the Company; provided, however, provisions of this Indenture that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.10relate to such Agent. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenturesuch 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 Subsidiaries may act as Paying Agent or Registrar. . (b) The Company initially appoints The Depository Trust Company (“DTC”) DTC to act as Depositary with respect to the Global Notes. . (c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Notes Custodian with respect to the Global Notes. (d) The Company shall be responsible for making calculations called for under the Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The Company will make the calculations in good faith. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. None of the Trustee, the Registrar, the Paying Agents or Transfer Agents shall cause have any responsibility or obligation to any beneficial owner of an interest in a Global Note, any Agent Member or other member of, or a participant in, DTC or other Person with respect to the Debt Security Register accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be kept at given to the Corporate Trust Office Holders and all payments to be made to Holders in respect of the Trustee acting Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its capacity as applicable rules and procedures. The Trustee, Registrar, Paying Agents and Transfer Agents may rely and shall be fully protected in relying upon information furnished by DTC with respect to its Agent Members and other members, participants and any beneficial owners.