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

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 hereby appoints Citibank, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxxx as Transfer Agent, as 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 Europe AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. 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 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 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 canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, England. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-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 their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuer Issuers hereby appoints appoint (i) the office of Citibank, N.A., London Branch in London, England located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (iiiii) the office of Citigroup Global Markets Europe Deutschland AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Paying Agent, Principal Paying Agent and the Registrar 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 Issuers 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 or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive. Subject to any applicable laws and regulations, the Issuer Issuers 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 Issuers 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 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 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 canceled and the date on which such Note was canceled. The Issuer Issuers 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 Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy7.07.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes of each series and of their transfer or exchange (the “Registrar”), an office or agency where Notes of such series may be transferred or exchanged (the “Transfer Agent”), an office or agency where the Notes of such series may be presented for payment (the “Paying Agent” and references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer in respect of the Notes of such series 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 hereby appoints Citibank(i) U.S. Bank Trust Company, N.A.National Association, London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Xxxx, Xxxxxxx as Transfer AgentMN 55107, as Principal Paying Agent in London(the “Principal Paying Agent”), England(ii) U.S. Bank Trust Company, and National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as agent for service of notices and demands in connection with the Notes Registrar and (iii) Citigroup Global Markets Europe AGU.S. Bank Trust Company, National Association, located at 0xx Xxxxx Xxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx, 00000 XxxxxxxxxSt. Xxxx, XxxxxxxMN 55107, as RegistrarTransfer Agent. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. Subject to any applicable laws and regulations, the Issuer shall cause the Registrar to keep a register (the “Security Register”) for each series of Notes at its corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of ownership, exchange, and transfer of the NotesNotes of the applicable series. Such registration in the Security Register shall be conclusive evidence of the ownership of NotesNotes of the applicable series. Included in the books and records for the Notes of each series 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 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 canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer With respect to the Dollar Notes, the Issuers shall maintain a Principal Paying Agent in London. With respect to the Euro Notes, the Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, EnglandUnited Kingdom. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-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 their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuer Issuers hereby appoints appoint Citibank, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, EnglandUnited Kingdom, and as agent for service of notices and demands in connection with the Notes and (iii) Citigroup Global Markets Europe AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. Subject to any applicable laws and regulations, the Issuer Issuers 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 Issuers 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 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 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 canceled and the date on which such Note was canceled. The Issuer Issuers 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 Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, EnglandUnited Kingdom. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-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 their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuer Issuers hereby appoints appoint Citibank, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, EnglandUnited Kingdom, and as agent for service of notices and demands in connection with the Notes and (iii) Citigroup Global Markets Europe AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. Subject to any applicable laws and regulations, the Issuer Issuers 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 Issuers 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 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 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 canceled and the date on which such Note was canceled. The Issuer Issuers 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 Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer shall maintain a Transfer Agent and Principal Paying Agent in London, England. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-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 their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuer Issuers hereby appoints appoint (i) Citibank, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, EnglandUnited Kingdom, and as agent for service of notices and demands in connection with the Notes and (iiiii) Citigroup Global Markets Europe Deutschland AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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 Issuers shall maintain a Paying Agent in the United Kingdom or an EU Member State that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 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 Issuers 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 Issuers 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 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 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 canceled and the date on which such Note was canceled. The Issuer Issuers 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 Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the 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 Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, England. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-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 their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuer Issuers hereby appoints appoint Citibank, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, EnglandUnited Kingdom, and as agent for service of notices and demands in connection with the Notes and (iii) Citigroup Global Markets Europe AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. Subject to any applicable laws and regulations, the Issuer Issuers 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 Issuers 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 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 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 canceled and the date on which such Note was canceled. The Issuer Issuers 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 Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, EnglandUnited Kingdom. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-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 their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuer Issuers hereby appoints appoint Citibank, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, EnglandUnited Kingdom, and as agent for service of notices and demands in connection with the Notes and (iii) Citigroup Global Markets Europe AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. Subject to any applicable laws and regulations, the Issuer Issuers 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 Issuers 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 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 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 canceled and the date on which such Note was canceled. The Issuer Issuers 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 Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 hereby appoints Citibank(i) U.S. Bank National Association, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx 60 Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Pxxx, Xxxxxxx as Transfer Agent, as Minnesota 55107 (the “Principal Paying Agent in London, England, and as agent for service of notices and demands in connection with the Notes Agent”) and (iiiii) Citigroup Global Markets Europe AGU.S. Bank National Association, located at 0xx Xxxxx Xxxxxxxxx 0060 Xxxxxxxxxx Xxxxxx, 00000 XxxxxxxxxSt. Pxxx, XxxxxxxMinnesota 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. 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 as 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 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 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 canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office offices 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 references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 hereby appoints Citibank(i) U.S. Bank National Association, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Xxxx, Xxxxxxx as Transfer Agent, MN 55107 as Principal Paying Agent in London(the “Principal Paying Agent”), England(ii) U.S. Bank National Association, and located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as agent for service of notices and demands in connection with the Notes Registrar, and (iii) Citigroup Global Markets Europe AGU.S. Bank National Association, located at 0xx Xxxxx Xxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx, 00000 XxxxxxxxxSt. Xxxx, XxxxxxxMN 55107, as RegistrarTransfer Agent. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. 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 as 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 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 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 canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 ‎‎Eight and Sections 4.09 ‎‎4.09 and 4.11‎‎4.11. The Issuer hereby appoints Citibank(i) U.S. Bank Trust Company, N.A.National Association, London Branch located at Citigroup Centre, 00 Xxxxxx 60 Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Pxxx, Xxxxxxx as Transfer Agent, as MN 55107 (the “Principal Paying Agent in London, England, and as agent for service of notices and demands in connection with the Notes Agent”) and (iiiii) Citigroup Global Markets Europe AGU.S. Bank Trust Company, National Association, located at 0xx Xxxxx Xxxxxxxxx 0060 Xxxxxxxxxx Xxxxxx, 00000 XxxxxxxxxSt. Pxxx, XxxxxxxMN 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. 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 as 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 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 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 canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-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 any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section ‎‎Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 ‎‎Eight and Sections 4.09 ‎‎4.09 and 4.11‎‎4.11. The Issuer hereby appoints Citibank(i) U.S. Bank Trust Company, N.A.National Association, London Branch located at Citigroup Centre, 00 Xxxxxx 60 Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Pxxx, Xxxxxxx as Transfer Agent, as Minnesota 55107 (the “Principal Paying Agent in London, England, and as agent for service of notices and demands in connection with the Notes Agent”) and (iiiii) Citigroup Global Markets Europe AGU.S. Bank Trust Company, National Association, located at 0xx Xxxxx Xxxxxxxxx 0060 Xxxxxxxxxx Xxxxxx, 00000 XxxxxxxxxSt. Pxxx, XxxxxxxMinnesota 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. 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 as 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 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 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 canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section ‎‎Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the Principal Paying Agent) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, EnglandUnited Kingdom. The Either Issuer or any of its their respective Affiliates may act as Transfer Agent, Registrar, co-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 their respective Affiliates shall act as Paying Agent for the purposes of Articles Three and Eight and Sections 4.09 and 4.11. The Issuer Issuers hereby appoints appoint Citibank, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Principal Paying Agent”) in London, EnglandUnited Kingdom, and as agent for service of notices and demands in connection with the Notes and (iii) Citigroup Global Markets Europe AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. Subject to any applicable laws and regulations, the Issuer Issuers 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 Issuers 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 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 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 canceled and the date on which such Note was canceled. The Issuer Issuers 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 Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers ​ fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office one or agency more offices or agencies for the registration of the Notes and of their transfer or exchange (the each, a “Registrar”), an office one or agency more offices or agencies where Notes may be transferred or exchanged (the each, a “Transfer Agent”), an office one or agency more offices or agencies where the Notes may be presented for payment (the each, a “Paying Agent” and references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 Section 4.05. Pursuant to an agency agreement, the Issuer has initially appointed Elavon Financial Services DAC, UK Branch as the Paying Agent and 4.11. The Issuer hereby appoints Citibank, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxxx as Transfer AgentElavon Financial Services DAC, as Principal Paying the Transfer Agent in London, England, and as agent for service of notices and demands in connection with the Notes and (iii) Citigroup Global Markets Europe AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. 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 as 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 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 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 canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “Registrar”), an office offices 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 references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 hereby appoints Citibank(i) U.S. Bank National Association, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx 60 Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Pxxx, Xxxxxxx as Transfer Agent, MN 55107 as Principal Paying Agent in London(the “Principal Paying Agent”), England(ii) U.S. Bank National Association, and located at 60 Xxxxxxxxxx Xxxxxx, St. Pxxx, MN 55107, as agent for service of notices and demands in connection with the Notes Registrar, and (iii) Citigroup Global Markets Europe AGU.S. Bank National Association, located at 0xx Xxxxx Xxxxxxxxx 0060 Xxxxxxxxxx Xxxxxx, 00000 XxxxxxxxxSt. Pxxx, XxxxxxxMN 55107, as RegistrarTransfer Agent. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. 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 as 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 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 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 canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “"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 references to the Paying Agent shall include the Principal Paying Agent") and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Transfer Agent shall be appointed for record keeping purposes for so long as any Notes are represented by Global Notes held by the Common Depositary and all transfers of interests in the Notes, shall be effected through the book-entry systems of Euroclear and Clearstream. The Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, Englandthe United States. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Parent Guarantor or any of its Affiliates Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Parent Guarantor nor any of its Affiliates Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Article Three, Article Eight and Sections 4.09 4.11 and 4.114.15 of this Indenture. The Issuer Issuers hereby appoints Citibankappoint (i) the office of GLAS Americas LLC, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxxx as Transfer Agentthe address set forth in Section 15.02, as Principal Registrar and Transfer Agent and (ii) Global Loan Agency Services Limited, located at the address set forth in Section 15.02 as Paying Agent in London, England, and as agent for service of notices and demands in connection with the Notes and (iii) Citigroup United Kingdom. Global Markets Europe AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each Loan Agency Services Limited hereby accepts such appointmentsappointment. The Transfer Paying Agent, the Principal Paying Registrar and Transfer Agent and the Registrar and any authenticating agent are collectively referred to in this Indenture as the “"Agents.” ". Each such Agent hereby accepts such appointments. 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 's obligation to disburse any funds shall be subject to prior receipt by it of those funds to be disburseddisbursed before the deadlines referred to in this Indenture or otherwise required by the Paying Agent. Subject to any applicable laws and regulations, the Issuer Issuers 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 Issuers 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 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 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 canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-co- Registrar not a party to this Indenture, as necessary. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy7.06.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 ‎‎Eight and Sections 4.09 ‎‎4.09 and 4.11‎‎4.11. The Issuer hereby appoints Citibank(i) U.S. Bank National Association, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Xxxx, Xxxxxxx as Transfer Agent, as Minnesota 55107 (the “Principal Paying Agent in London, England, and as agent for service of notices and demands in connection with the Notes Agent”) and (iiiii) Citigroup Global Markets Europe AGU.S. Bank National Association, located at 0xx Xxxxx Xxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx, 00000 XxxxxxxxxSt. Xxxx, XxxxxxxMinnesota 55107, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. 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 as 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 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 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 canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section ‎‎Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, EnglandEngland and a Registrar in Frankfurt, Germany. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 hereby appoints (i) Citibank, N.A., London Branch Branch, located at Citigroup Centre, 00 25 Canada Square, Xxxxxx XxxxxxXxxxx, Xxxxxx X00 0XX, Xxxxxxx Xxxxxx Xxxxxxx, as Transfer Agent, Agent and as Principal Paying Agent (the “Principal Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes England and (iiiii) Citigroup Global Markets Europe Deutschland AG, located at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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 as 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 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 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 canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office one or agency more offices or agencies for the registration of the Notes and of their transfer or exchange (the each, a “Registrar”), an office one or agency more offices or agencies where Notes may be transferred or exchanged (the each, a “Transfer Agent”), an office one or agency more offices or agencies where the Notes may be presented for payment (the each, a “Paying Agent” and references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 hereby appoints Citibank(i) U.S. Bank National Association, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Xxxx, Xxxxxxx as Transfer Agent, MN 55107 as Principal Paying Agent in Londonthe case of the USD Notes (the “Principal Paying Agent”), England(ii) U.S. Bank National Association, and located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as agent for service Registrar in the case of notices and demands in connection with the Notes USD Notes, and (iii) Citigroup Global Markets Europe AGU.S. Bank National Association, located at 0xx Xxxxx Xxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx, 00000 XxxxxxxxxSt. Xxxx, XxxxxxxMN 55107, as RegistrarTransfer Agent in the case of the USD Notes. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Agent, each Registrar 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. Subject to any applicable laws and regulations, the Issuer shall cause the each Registrar to keep a register (the “Security Register”) at its corporate trust office in which, subject to such reasonable regulations as 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 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 replacement of any of the Notes, the each 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 each Registrar shall keep a record of the Note so canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided 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 hereby appoints Citibank(i) the office of The Bank of New York, N.A.Mellon, London Branch Branch, in London, England located at Citigroup Centre, 00 Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Principal Paying Agent (the “Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (iiiii) Citigroup Global Markets Europe AGthe office of The Bank of New York Mellon (Luxembourg) S.A., at 0xx Xxxxx Xxxxxxxxx 000-0 xxx Xxxxxx Xxxxxxx, 00000 XxxxxxxxxVertigo Building-Polaris, XxxxxxxL-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Transfer Paying Agent, the Principal Paying Agent and the Registrar and Registrar, any authenticating agent and Transfer Agent are collectively referred to in this Indenture as the “Agents.” ”. The roles, duties and functions of the Agents are of a mechanical nature 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, European Council Directive 2014/48/EU 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 subsequent Council meeting amending or supplementing these conclusions or any law implementing or complying with, or introduced in order to conform to, 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 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 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 canceled and the date on which such Note was canceled. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. 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 any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.

Registrar, Transfer Agent and Paying Agent. The Issuer Issuers shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the Principal Paying Agent”) and an office or agency where notices or demands to or upon the Issuer Issuers in respect of the Notes may be served. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Issuer Transfer Agent shall be appointed for record keeping purposes for so long as any Notes are represented by Global Notes held by the Common Depositary and all transfers of interests in the Notes, shall be effected through the book-entry systems of Euroclear and Clearstream.‌ The Issuers shall maintain a Transfer Agent and Principal Paying Agent in London, EnglandNew York City. The Issuer Issuers may appoint one or more Transfer Agents, one or more co-Registrars and one or more additional Paying Agents. The Parent Guarantor or any of its Affiliates Subsidiaries may act as Transfer Agent, Registrar, co-Registrar, Paying Agent and agent for service of notices and demands in connection with the Notes; provided provided, however, that neither the Issuer Parent Guarantor nor any of its Affiliates Subsidiaries shall act as Paying Agent for the purposes of Articles Three and Article Three, Article Eight and Sections 4.09 4.11 and 4.114.15 of this Indenture. The Issuer Issuers hereby appoints Citibankappoint (i) the office of Glas Americas LLC, N.A., London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxxx as Transfer Agentthe address set forth in Section 14.02, as Principal Registrar and Transfer Agent and (ii) Global Loan Agency Services Limited, located at the address set forth in Section 14.02 as Paying Agent in London, England, and as agent for service of notices and demands in connection with the Notes and (iii) Citigroup United Kingdom. Global Markets Europe AG, at 0xx Xxxxx Xxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx, as Registrar. Each Loan Agency Services Limited hereby accepts such appointmentsappointment. The Transfer Paying Agent, the Principal Paying Registrar and Transfer Agent and the Registrar and any authenticating agent are collectively referred to in this Indenture as the “Agents.” ”. Each such Agent hereby accepts such appointments. 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 disburseddisbursed before the deadlines referred to in this Indenture or otherwise required by the Paying Agent. Subject to any applicable laws and regulations, the Issuer Issuers 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 Issuers 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 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 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 canceled and the date on which such Note was canceled. The Issuer Issuers shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture, as necessary. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer Issuers shall notify the Trustee of the name and address of any such agent. If the Issuer fails Issuers fail to maintain a Registrar or Paying AgentRegistrar, the Trustee may appoint a suitably qualified and reputable party to shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy7.06.

Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain an office or agency for the registration of the Notes and of their transfer or exchange (the “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 references to the Paying Agent shall include the 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 Transfer Agent and Principal Paying Agent in London, England. The Issuer or any of its Affiliates may act as Transfer Agent, Registrar, co-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 hereby appoints Citibank(i) U.S. Bank Trust Company, N.A.National Association, London Branch located at Citigroup Centre, 00 Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx X00 0XXSt. Xxxx, Xxxxxxx as Transfer AgentMN 55107, as Principal Paying Agent in London(the “Principal Paying Agent”), England(ii) U.S. Bank Trust Company, and National Association, located at 00 Xxxxxxxxxx Xxxxxx, St. Xxxx, MN 55107, as agent for service of notices and demands in connection with the Notes Registrar, and (iii) Citigroup Global Markets Europe AGU.S. Bank Trust Company, National Association, located at 0xx Xxxxx Xxxxxxxxx 0000 Xxxxxxxxxx Xxxxxx, 00000 XxxxxxxxxSt. Xxxx, XxxxxxxMN 55107, as RegistrarTransfer Agent. Each hereby accepts such appointments. The Transfer Agent, the Principal Paying Agent and the Registrar 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. 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 as 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 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 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 canceled and the date on which such Note 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 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 suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.05. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Security Register held by the Registrar to enable the Issuer to maintain a register in its own registered office in Luxembourg (to the extent required by law and subject to the provisions of this Indenture). The Issuer 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 commercial companies, dated August 10, 1915, as amended, and agrees to update its register upon receipt of such copy.