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

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, 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 of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent and agent for service of demands and notices in connection with the Notes and this Indenture, until such time as another Person is appointed as such.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment payments (the “Paying Payment Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, 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 of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent and agent for service of demands and notices in connection with the Notes and this Indenture, until such time as another Person is appointed as such.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer shall maintain an office or agency (the “Registrar”) that shall keep a register of the Notes and of their transfer and exchange (the “Note Register”). The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, 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 of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent and agent for service of demands and notices in connection with the Notes and this Indenture, until such time as another Person is appointed as such.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, that New York (which office or agency may be an office of the Trustee or an affiliate of the Trustee) where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (the “Note Register”) Securities and of their transfer and exchange (the “RegistrarSecurities Register”). The Company shall also maintain an office or agency in The City of New York, New York (which office or agency may be an office of the Trustee or an affiliate of the Trustee) where Notes Securities may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer Company may have one or more co-Registrars registrars and one or more additional paying agents and transfer agents. The term “Paying Agent” includes any additional paying agent and the term “Transfer Agent” includes any additional transfer agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Transfer Agent or co-Registrar registrar not a party to this Indenture. The Such agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Company shall promptly notify the Trustee of the name and address of each any such agent. If the Issuer Company fails to maintain a Registrar Registrar, Paying Agent or Paying Transfer Agent, the Trustee shall act as such such, to the extent that it is lawful to so act, and shall be entitled to appropriate compensation therefor pursuant to Section 7.78.06 hereof. The Issuer Company or any Affiliate of the Issuer Subsidiary may act as Paying Agent, Registrar Registrar, Transfer Agent or co-Registrar, or transfer agentregistrar. (c) The Issuer Company initially designates the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Agent and Transfer Agent and agent for service of demands and notices in connection with the Notes Securities. (d) So long as the Securities are listed on the Official List of the Luxembourg Stock Exchange and this Indenturethe Luxembourg Stock Exchange rules so require, until such time there shall be a Paying Agent and Transfer Agent in Luxembourg. The Company initially appoints The Bank of New York Mellon (Luxembourg) S.A. as another Person is appointed as suchLuxembourg Paying Agent and Luxembourg Transfer Agent in connection with the Securities.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer shall maintain an office or agency in London, England where Notes may be presented for payment and where Notes may be presented or surrendered for registration of transfer or for exchange. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, 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 of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates (i) the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent Registrar and agent for service of demands and notices notices, and (ii) the Office of the Paying Agent as such office or agency of the Issuer as required by Section 2.3(a) and appoints the The Bank of New York Mellon, London Branch, as Paying Agent and Transfer Agent, in connection with the Notes and this Indenture, in each case until such time as another Person is appointed as such.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer Company shall maintain an office offices or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), agencies where Notes may be presented or surrendered for registration of transfer or for exchange (the each, a “Transfer AgentRegistrar”), ) and one or more Paying Agents where Notes may be presented for payment payment. Offices or agencies of the Paying Agent for the Notes shall be maintained in the United States. The Company shall also maintain a Registrar with offices in the United States and a transfer agent (the “Paying Transfer Agent”) and in the United States. The Registrar, acting as agent of the Company solely for the service of notices and demands to or upon the Issuer in respect this purpose, shall keep a register of the Notes and this Indentureof their transfer and exchange. The Issuer Company may have appoint one or more co-Registrars 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. In additionThe Company may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Issuer undertakes Trustee, acting as agent of the Company solely for this purpose, shall act as such. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. The Global Notes will be deposited with a custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. The Company initially appoints, upon the terms and subject to the extent possibleconditions of this Indenture, GLAS Trust Company LLC to use act as the Principal Paying Agent, the Transfer Agent and the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable efforts to maintain a Paying Agent in a member state regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the European Union that is not obliged Notes. Such registration in the Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to withhold whether such Notes have been paid, exchanged or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of savings income. (b) the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Issuer Company shall enter into an appropriate agency agreement with any Registrar, 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 Company shall notify the Trustee and the Agents of the name and address of each any such agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.77.07. The Issuer or Upon notice to the Trustee, the Company may change any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates Transfer Agent. For so long as the Corporate Trust Office Notes are listed on the official list of the Trustee as such office or agency Exchange and traded on the Euro MTF Market and the rules and regulations of the Issuer as required by Section 2.3(a) and appoints Exchange so require, the Trustee as Registrar, Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and agent for service in the manner permitted by such rules, the Company will request the notice to be posted on the official website of demands the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and notices posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in connection with part, upon surrender of the Notes Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and this Indenture, until such time as another Person is appointed as sucha Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall will maintain an office one or agency in the Borough of Manhattan, City of New York, that shall keep a register of more Paying Agents for the Notes (the “Note RegisterPrincipal Paying Agent” or “Paying Agent”) and of their transfer and exchange ). The initial Principal Paying Agent will be U.S. Bank Trust Company, National Association. The Issuer will maintain a registrar (the “Registrar”), where Notes may be presented or surrendered for registration of ) and a transfer or for exchange agent (the “Transfer Agent”). The initial Registrar will be U.S. Bank Trust Company, where Notes may National Association. The initial Transfer Agent will be presented for payment (the U.S. Bank Trust Company, National Association. The terms “Registrar” and “Transfer Agent” include any co- registrars and additional transfer agents, as applicable. The Registrar, Transfer Agent and Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect , as applicable, will maintain a register reflecting ownership of the Definitive Registered Notes outstanding from time to time, if any, and, together with the Transfer Agent, will make payments on and this Indenturefacilitate transfers of the Definitive Registered Notes on behalf of the Issuer. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Each of U.S. Bank Trust Company, National Association, in its capacity as Principal Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possibleU.S. Bank Trust Company, to use reasonable efforts to maintain a Paying Agent National Association, in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings incomeits capacity as Transfer Agent, and U.S. Bank Trust Company, National Association, in its capacity as Registrar, hereby accepts such appointment. (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, Transfer Agent or Paying Agent or co-Registrar not a party to this Indenture. The 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 each any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act may act, or may arrange for appropriate parties to act, as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.77.06. The Issuer or any Affiliate of the Issuer its Restricted Subsidiaries may act as Paying Agent, Agent or Registrar or co-Registrar, or transfer agentin respect of the Notes. (c) The Issuer initially designates the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as may change any Registrar, Paying AgentAgent or Transfer Agent upon written notice to such Registrar, Paying Agent or Transfer Agent and agent for service to the Trustee, without prior notice to the Holders; provided, however, that no such removal shall become effective until (i) acceptance of demands an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and notices such successor Registrar, Paying Agent or Transfer Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall, to the extent that the Trustee determines that it is able and agrees to, serve as Registrar or Paying Agent or Transfer Agent until the appointment of a successor in connection accordance with clause (i) above. The Registrar, any Paying Agent or the Transfer Agent may resign by providing 30 days’ written notice to the Issuer and the Trustee. If a successor Paying Agent, Registrar or Transfer Agent does not take office within 30 days after the retiring Paying Agent, Registrar or Transfer Agent, as the case may be, resigns or is removed, the retiring Paying Agent, Registrar or Transfer Agent, as the case may be, may (after consulting with the Notes and this IndentureIssuer) appoint a successor Paying Agent, until Registrar or Transfer Agent, as applicable, at any time prior to the date on which a successor Paying Agent, Registrar or Transfer Agent takes office; provided that such time as another Person appointment is appointed as suchreasonably satisfactory to the Issuer.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer shall maintain an office or agency in London, England where Notes may be presented for payment and where Notes may be presented or surrendered for registration of transfer or for exchange. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, 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 of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates (i) the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent Registrar and agent for service of demands and notices notices, and (ii) the Office of the Paying Agent as such office or agency of the Issuer as required by Section 2.3(a), and appoints The Bank of New York Mellon, London Branch, as Paying Agent and Transfer Agent, in connection with the Notes and this Indenture, in each case until such time as another Person is appointed as such.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to shall maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings incomeas required by Section 3.21(g). (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, 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 of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent and agent for service of demands and notices in connection with the Notes and this Indenture, until such time as another Person is appointed as such.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, that New York (which office or agency may be an office of the Trustee or an affiliate of the Trustee) where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (the “Note Register”) Securities and of their transfer and exchange (the “RegistrarSecurities Register”). The Company shall also maintain an office or agency in The City of New York, New York (which office or agency may be an office of the Trustee or an affiliate of the Trustee) where Notes Securities may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer Company may have one or more co-Registrars registrars and one or more additional paying agents and transfer agents. The term “Paying Agent” includes any additional paying agent and the term “Transfer Agent” includes any additional transfer agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Transfer Agent or co-Registrar registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Company shall promptly notify the Trustee of the name and address of each any such agent. If the Issuer Company fails to maintain a Registrar Registrar, Paying Agent or Paying Transfer Agent, the Trustee shall act as such such, to the extent that it is lawful to so act, and shall be entitled to appropriate compensation therefor pursuant to Section 7.78.06 hereof. The Issuer Company or any Affiliate of the Issuer Subsidiary may act as Paying Agent, Registrar Registrar, Transfer Agent or co-Registrar, or transfer agentregistrar. (c) The Issuer Company initially designates the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Agent and Transfer Agent and agent for service of demands and notices in connection with the Notes Securities. (d) So long as the Securities are listed on the Official List of the Luxembourg Stock Exchange and this Indenturethe Luxembourg Stock Exchange rules so require, until such time there shall be a Paying Agent and Transfer Agent in Luxembourg. The Company initially appoints The Bank of New York Mellon (Luxembourg) S.A. as another Person is appointed as suchLuxembourg Paying Agent and Luxembourg Transfer Agent in connection with the Securities.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer shall maintain an office or agency in London, England where Notes may be presented for payment and where Notes may be presented or surrendered for registration of transfer or for exchange. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to shall maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings incomeas required by Section 3.21(g). (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, 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 of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates (i) the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent Registrar and agent for service of demands and notices notices, and (ii) the Office of the Paying Agent as such office or agency of the Issuer as required by Section 2.3(a) and appoints The Bank of New York Mellon, London Branch, as Paying Agent and Transfer Agent, in connection with the Notes and this Indenture, in each case until such time as another Person is appointed as such.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer Company shall maintain an office or agency in the Borough of Manhattan, The City of New York, that New York (which office or agency may be an office of the Trustee or an affiliate of the Trustee) where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (the “Note Register”) Securities and of their transfer and exchange (the “RegistrarSecurities Register”). The Company shall also maintain an office or agency in The City of New York, New York (which office or agency may be an office of the Trustee or an affiliate of the Trustee) where Notes Securities may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer Company may have one or more co-Registrars registrars and one or more additional paying agents and transfer agents. The term “Paying Agent” includes any additional paying agent and the term “Transfer Agent” includes any additional transfer agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Transfer Agent or co-Registrar registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Company shall promptly notify the Trustee of the name and address of each any such agent. If the Issuer Company fails to maintain a Registrar Registrar, Paying Agent or Paying Transfer Agent, the Trustee shall act as such such, to the extent that it is lawful to so act, and shall be entitled to appropriate compensation therefor pursuant to Section 7.78.06 hereof. The Issuer Company or any Affiliate of the Issuer Subsidiary may act as Paying Agent, Registrar Registrar, Transfer Agent or co-Registrar, or transfer agentregistrar. (c) The Issuer Company initially designates the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Agent and Transfer Agent and agent for service of demands and notices in connection with the Notes Securities. (d) So long as the Securities are listed on the Luxembourg Stock Exchange and this Indenturethe Luxembourg Stock Exchange rules so require, until such time there shall be a Paying Agent and Transfer Agent in Luxembourg. The Company initially appoints The Bank of New York Mellon (Luxembourg) S.A. as another Person is appointed as suchLuxembourg Paying Agent and Luxembourg Transfer Agent in connection with the Securities.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, 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 of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent and agent for service of demands and notices in connection with the Notes and this Indenture, until such time as another Person is appointed as such.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer Company shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment payments (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer Company in respect of the Notes and this Indenture. The Issuer Company may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Agent, co-Registrar or Transfer Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Company shall notify the Trustee of the name and address of each such agent. If the Issuer Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.76.07. The Issuer Company or any Affiliate of the Issuer Company may act as Transfer Agent, Paying Agent, Registrar, co-Registrar or co-Registrar, or transfer agentTransfer Agent. (c) The Issuer Company initially designates the Corporate Trust Office of the Trustee as such office or agency of the Issuer Company as required by Section 2.3(a2.03(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent and agent for service of demands and notices in connection with the Notes and this Indenture, until such time as another Person is appointed as such. (d) The Company may change the Paying Agent, Transfer Agent and the Registrar without notice to Holders.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment (the “Paying Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer shall maintain an office or agency in London, England where Notes may be presented for payment and where Notes may be presented or surrendered for registration of transfer or for exchange. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to shall maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings incomeas required by Section 3.21(g). (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, 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 of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates (i) the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent Registrar and agent for service of demands and notices notices, and (ii) the Office of the Paying Agent as such office or agency of the Issuer as required by Section 2.3(a) and appoints the The Bank of New York Mellon, London Branch, as Paying Agent and Transfer Agent, in connection with the Notes and this Indenture, in each case until such time as another Person is appointed as such.

Registrar, Paying Agent and Transfer Agent. (a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, that shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange (the “Registrar”), where Notes may be presented or surrendered for registration of transfer or for exchange (the “Transfer Agent”), where Notes may be presented for payment payments (the “Paying Payment Agent”) and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Issuer may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. In addition, the Issuer undertakes to the extent possible, to use reasonable efforts to maintain a Paying Agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC regarding taxation of savings income. (b) The Issuer shall enter into an appropriate agency agreement with any Registrar, 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 of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section ‎Section 7.7. The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar or co-Registrar, or transfer agent. (c) The Issuer initially designates the Corporate Trust Office of the Trustee as such office or agency of the Issuer as required by Section ‎Section 2.3(a) and appoints the Trustee as Registrar, Paying Agent, Transfer Agent and agent for service of demands and notices in connection with the Notes and this Indenture, until such time as another Person is appointed as such.