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 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 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 Section 4.11. The Issuer hereby appoints (i) the office of The Bank of New York, Mellon, London Branch, in London, England located at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Paying Agent (the “Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A., at 0-0 xxx Xxxxxx Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Paying Agent, 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, 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.

Registrar, Transfer Agent and Paying Agent. (a) The Issuer Issuers shall maintain an office (i) one or agency for the registration of the Notes and of their transfer or exchange more paying agents (the “Registrar”)each, 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 a “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 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 Senior Notes in each of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (iA) the office of The Bank of New York, Mellon, London BranchNY and (B) to the extent practicable and permitted by law, in London, England located at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Paying Agent (the “Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A., at 0-0 xxx Xxxxxx Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Paying Agent, 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, and each Agent European Union member state that shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall not 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 the European Council Union Directive 2003/48/EC, European Council Directive 2014/48/EU EC regarding the taxation of savings income (the “Directive”) or any other Directive directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 27 November 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions income, or any law implementing or implementing, complying with, with or introduced in order to conform toto such directive, such Directive. Subject to any applicable laws in each case where Senior Notes may be presented for payment (ii) one or more registrars (each, a “Registrar”) and regulations, the Issuer shall cause the Registrar to keep (iii) a register transfer agent (the “Security RegisterTransfer Agent”) at its corporate trust in New York, NY where the Senior Notes may be presented for registration of transfer or for exchange. The Issuers may have one or more additional co-registrars and one or more additional paying agents. The term “Registrar” includes the Registrar and any additional co-registrars. The term “Paying Agent” includes the Principal Paying Agent and any additional paying agents. The initial Paying Agent shall be The Bank of New York Mellon in New York, NY (the “Principal Paying Agent”) and in London, England (it being understood that the Paying Agent shall not be required to maintain an office in whichLondon, subject England). The initial Registrar shall be The Bank of Xxx Xxxx Xxxxxx xx Xxx Xxxx, XX. The initial Transfer Agent shall be The Bank of New York Mellon, in New York, NY. Each hereby accepts such appointments. The Registrar shall maintain a register outside the United Kingdom reflecting ownership of Senior Notes outstanding from time to such reasonable regulations it may prescribe, time and the Issuer Transfer Agent shall provide for the registration facilitate transfers of ownership, exchange, and transfer Definitive Securities on behalf 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 canceledIssuers. The Issuer Transfer Agent shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not perform the functions of 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 transfer agent.

Registrar, Transfer Agent and Paying Agent. (a) The Issuer Issuers shall maintain an office (i) one or agency for the registration of the Notes and of their transfer or exchange more paying agents (the “Registrar”)each, 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 a “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 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 Senior Secured Notes in each of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (iA) the office of The Bank of New York, Mellon, London BranchNY and (B) to the extent practicable and permitted by law, in London, England located at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Paying Agent (the “Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A., at 0-0 xxx Xxxxxx Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Paying Agent, 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, and each Agent European Union member state that shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall not 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 the European Council Union Directive 2003/48/EC, European Council Directive 2014/48/EU EC regarding the taxation of savings income (the “Directive”) or any other Directive directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 27 November 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions income, or any law implementing or implementing, complying with, with or introduced in order to conform toto such directive, such Directive. Subject to any applicable laws in each case where Senior Secured Notes may be presented for payment (ii) one or more registrars (each, a “Registrar”) and regulations, the Issuer shall cause the Registrar to keep (iii) a register transfer agent (the “Security RegisterTransfer Agent”) at its corporate trust in New York, NY where the Senior Secured Notes may be presented for registration of transfer or for exchange. The Issuers may have one or more additional co-registrars and one or more additional paying agents. The term “Registrar” includes the Registrar and any additional co-registrars. The term “Paying Agent” includes the Principal Paying Agent and any additional paying agents. The initial Paying Agent shall be The Bank of New York Mellon in New York, NY (the “Principal Paying Agent”) and in London, England (it being understood that the Paying Agent shall not be required to maintain an office in whichLondon, subject England). The initial Registrar shall be The Bank of Xxx Xxxx Xxxxxx xx Xxx Xxxx, XX. The initial Transfer Agent shall be The Bank of New York Mellon, in New York, NY. Each hereby accepts such appointments. The Registrar shall maintain a register outside the United Kingdom reflecting ownership of Senior Secured Notes outstanding from time to such reasonable regulations it may prescribe, time and the Issuer Transfer Agent shall provide for the registration facilitate transfers of ownership, exchange, and transfer Definitive Securities on behalf 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 canceledIssuers. The Issuer Transfer Agent shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not perform the functions of 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 transfer agent.

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 in London, England, where the Notes may be presented for payment (the “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 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, however, 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 Article Three, Article Eight, Section 4.07 and Section 4.114.09. The Issuer hereby appoints (i) the office of The Bank of New York, York Mellon, London Branch, in London, England Branch (located at Xxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx 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 (ii) the office of The Bank of New York Mellon (Luxembourg) S.A.S.A. (located at Xxxxxxxx Xxxxxx, at 0-0 xxx Xxxxxx Xxxxxxx0X, Vertigo Building-PolarisXxxxxxxxxx, L-2453X-0000 Xxxxxxxxxxxxx, Luxembourg, Xxxxxxxxxx) as Registrar. Each hereby accepts such appointmentsRegistrar and as Luxembourg Paying Agent (the “Luxembourg Paying Agent”) and (iii) the Corporate Trust Office of the Trustee as the initial Paying Agent and Transfer Agent. The Paying AgentBank of New York Mellon, RegistrarLondon Branch, any authenticating agent The Bank of New York Mellon (Luxembourg) S.A. and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions Corporate Trust Office 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, 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 DirectiveTrustee accept their respective appointments. Subject to any applicable laws and regulations, the Issuer Registrar 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, of 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 If the Issuer shall enter into an appropriate agency agreement with any fails to maintain a Registrar or Paying Agent or co-Registrar not a party to this IndentureAgent, 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 shall act as such and address of any such agentshall be entitled to appropriate compensation therefor pursuant to Section 7.05.

Registrar, Transfer Agent and Paying Agent. (a) The Issuer Issuers shall maintain an office (i) one or agency for the registration of the Notes and of their transfer or exchange more paying agents (the “Registrar”)each, 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 a “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 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 Senior Subordinated Notes in each of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (iA) the office of The Bank of New York, Mellon, London BranchNY and (B) to the extent practicable and permitted by law, in London, England located at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Paying Agent (the “Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A., at 0-0 xxx Xxxxxx Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Paying Agent, 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, and each Agent European Union member state that shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall not 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 the European Council Union Directive 2003/48/EC, European Council Directive 2014/48/EU EC regarding the taxation of savings income (the “Directive”) or any other Directive directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 27 November 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions income, or any law implementing or implementing, complying with, with or introduced in order to conform toto such directive, such Directive. Subject to any applicable laws in each case where Senior Subordinated Notes may be presented for payment (ii) one or more registrars (each, a “Registrar”) and regulations, the Issuer shall cause the Registrar to keep (iii) a register transfer agent (the “Security RegisterTransfer Agent”) at its corporate trust in New York, NY where the Senior Subordinated Notes may be presented for registration of transfer or for exchange. The Issuers may have one or more additional co-registrars and one or more additional paying agents. The term “Registrar” includes the Registrar and any additional co-registrars. The term “Paying Agent” includes the Principal Paying Agent and any additional paying agents. The initial Paying Agent shall be The Bank of New York Mellon in New York, NY (the “Principal Paying Agent”) and in London, England (it being understood that the Paying Agent shall not be required to maintain an office in whichLondon, subject England). The initial Registrar shall be The Bank of Xxx Xxxx Xxxxxx xx Xxx Xxxx, XX. The initial Transfer Agent shall be The Bank of New York Mellon, in New York, NY. Each hereby accepts such appointments. The Registrar shall maintain a register outside the United Kingdom reflecting ownership of Senior Subordinated Notes outstanding from time to such reasonable regulations it may prescribe, time and the Issuer Transfer Agent shall provide for the registration facilitate transfers of ownership, exchange, and transfer Definitive Securities on behalf 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 canceledIssuers. The Issuer Transfer Agent shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not perform the functions of 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 transfer agent.

Registrar, Transfer Agent and Paying Agent. (a) The Issuer Issuers shall maintain an office (i) one or agency for the registration of the Notes and of their transfer or exchange more paying agents (the “Registrar”)each, 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 a “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 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 Senior Notes in each of Articles Three and Eight and Sections 4.09 and Section 4.11. The Issuer hereby appoints (iA) the office of The Bank of New York, Mellon, London BranchNY and (B) to the extent practicable and permitted by law, in London, England located at Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx as Transfer Agent, as Paying Agent (the “Paying Agent”) in London, England, and as agent for service of notices and demands in connection with the Notes and (ii) the office of The Bank of New York Mellon (Luxembourg) S.A., at 0-0 xxx Xxxxxx Xxxxxxx, Vertigo Building-Polaris, L-2453, Luxembourg, as Registrar. Each hereby accepts such appointments. The Paying Agent, 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, and each Agent European Union member state that shall only perform those acts and duties as specifically set out in this Indenture and no other acts, covenants, obligations or duties shall not 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 the European Council Union Directive 2003/48/EC, European Council Directive 2014/48/EU EC regarding the taxation of savings income (the “Directive”) or any other Directive directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 27 November 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing these conclusions income, or any law implementing or implementing, complying with, with or introduced in order to conform toto such directive, such Directive. Subject to any applicable laws in each case where Senior Notes may be presented for payment (ii) one or more registrars (each, a “Registrar”) and regulations, the Issuer shall cause the Registrar to keep (iii) a register transfer agent (the “Security RegisterTransfer Agent”) at its corporate trust in New York, NY where the Senior Notes may be presented for registration of transfer or for exchange. The Issuers may have one or more additional co-registrars and one or more additional paying agents. The term “Registrar” includes the Registrar and any additional co-registrars. The term “Paying Agent” includes the Principal Paying Agent and any additional paying agents. The initial Paying Agent shall be The Bank of New York Mellon in New York, NY (the “Principal Paying Agent”) and in London, England (it being understood that the Paying Agent shall not be required to maintain an office in whichLondon, subject England). The initial Registrar shall be The Bank of New York Mellon in New York, NY. The initial Transfer Agent shall be The Bank of New York Mellon, in New York, NY. Each hereby accepts such appointments. The Registrar shall maintain a register outside the United Kingdom reflecting ownership of Senior Notes outstanding from time to such reasonable regulations it may prescribe, time and the Issuer Transfer Agent shall provide for the registration facilitate transfers of ownership, exchange, and transfer Definitive Securities on behalf 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 canceledIssuers. The Issuer Transfer Agent shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not perform the functions of 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 transfer agent.

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 in London, England, where the Notes may be presented for payment (the “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 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, however, 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 Article Three, Article Eight, Section 4.07 and Section 4.114.09. The Issuer hereby appoints (i) the office of The Bank of New York, York Mellon, London Branch, in London, England Branch (located at Xxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx 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 (ii) the office of The Bank of New York Mellon (Luxembourg) S.A.S.A. (located at Vertigo Building, at Polaris – 0-0 xxx Xxxxxx Xxxxxxx, Vertigo Building-PolarisL-2453 Luxembourg) as Registrar and as Luxembourg Paying Agent (the “Luxembourg Paying Agent”) and (iii) The Bank of New York Mellon, L-2453, Luxembourg, London Branch as Registrar. Each hereby accepts such appointmentsthe Transfer Agent. The Paying AgentBank of New York Mellon, Registrar, any authenticating agent London Branch and Transfer Agent are collectively referred to in this Indenture as the “Agents”. The roles, duties and functions Bank 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, 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 DirectiveNew York Mellon (Luxembourg) S.A. accept their respective appointments. Subject to any applicable laws and regulations, the Issuer Registrar 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, of 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 If the Issuer shall enter into an appropriate agency agreement with any fails to maintain a Registrar or Paying Agent or co-Registrar not a party to this IndentureAgent, 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 shall act as such and address of any such agentshall be entitled to appropriate compensation therefor pursuant to Section 7.05.