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

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall maintain (i) one or more paying agents (each, a “Paying Agent”) for the Senior Notes in each of (A) New York, NY and (B) to the extent practicable and permitted by law, in a European Union member state that shall not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”) or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing, complying with or introduced in order to conform to such directive, in each case where Senior Notes may be presented for payment (ii) one or more registrars (each, a “Registrar”) and (iii) a transfer agent (the “Transfer Agent”) 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 London, England). The initial Registrar shall be The Bank of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇. 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 time and the Transfer Agent shall facilitate transfers of Definitive Securities on behalf of the Issuers. The Transfer Agent shall perform the functions of a transfer agent.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall maintain (i) one or more paying agents (each, a “Paying Agent”) for the Senior Secured Notes in each of (A) New York, NY and (B) to the extent practicable and permitted by law, in a European Union member state that shall not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”) or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing, complying with or introduced in order to conform to such directive, in each case where Senior Secured Notes may be presented for payment (ii) one or more registrars (each, a “Registrar”) and (iii) a transfer agent (the “Transfer Agent”) 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 London, England). The initial Registrar shall be The Bank of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇. 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 time and the Transfer Agent shall facilitate transfers of Definitive Securities on behalf of the Issuers. The Transfer Agent shall perform the functions of a transfer agent.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall Issuer will maintain (i) one or more paying agents (each, a “Paying Agent”) for the Senior Notes in each the City of (A) New YorkLondon, NY and (B) to United Kingdom. The initial Paying Agent is Deutsche Bank AG, London Branch. The initial Transfer Agent is Deutsche Bank Luxembourg, S.A. The Transfer Agent is responsible for, among other things, facilitating any transfers or exchanges of beneficial interests in different global notes between Holders. In addition, the extent practicable and permitted by law, Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member State of the European Union member state that shall is not be obliged to withhold or deduct tax pursuant to the European Union Council Directive 2003/48/EC regarding the taxation of savings income (the “Directive”) or any other directive Directive implementing the conclusions of the ECOFIN European Council of Economics and Finance Ministers (“ECOFIN”) meeting of November 26-27 November 27, 2000 on the taxation of savings income, or any law implementingimplementing or complying with, complying with or introduced in order to conform to to, such directive, in each case where Senior Notes may be presented for payment (ii) Directive. The Issuer also will maintain one or more registrars (each, each a “Registrar”) and (iii) a transfer agent (the “Transfer Agent”) 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 London, England). The initial Registrar shall will be The Deutsche Bank of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇. The initial Transfer Agent shall be The Bank of New York Mellon, in New York, NY. Each hereby accepts such appointments. Luxembourg S.A. The Registrar shall will maintain a register outside the United Kingdom reflecting ownership of Senior the Notes outstanding from time to time (the “Register”) and the Transfer Agent shall facilitate transfers of will make payments on Definitive Securities Registered Notes on behalf of the IssuersIssuer. Upon written request from the Issuer, the Registrar shall provide the Issuer with a copy of the Register to enable it to maintain a register of the Notes at its registered office. The Issuer may change the Paying Agent, the Transfer Agent shall perform or the functions Registrar without prior notice to the Holders. For so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market thereof and the rules of the Irish Stock Exchange so require, the Issuer will publish a transfer agentnotice of any change of Paying Agent, Transfer Agent or Registrar in a newspaper having a general circulation in Dublin, Ireland (which is expected to be The Irish Times) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Irish Stock Exchange (▇▇▇.▇▇▇.▇▇). In addition, the Issuer or any of its Subsidiaries may act as paying agent in connection with the Notes other than for the purposes of effecting a redemption described under Section 3.07 or an offer to purchase the Notes described under Section 4.08 or Section 4.12. The Issuer will make payments on the Global Notes to the Paying Agent for further credit to Euroclear or Clearstream (as applicable) which will in turn, distribute such payments in accordance with its procedures.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall maintain (i) one or more paying agents (each, a “Paying Agent”) for the Senior Subordinated Notes in each of (A) New York, NY and (B) to the extent practicable and permitted by law, in a European Union member state that shall not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”) or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing, complying with or introduced in order to conform to such directive, in each case where Senior Subordinated Notes may be presented for payment (ii) one or more registrars (each, a “Registrar”) and (iii) a transfer agent (the “Transfer Agent”) 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 London, England). The initial Registrar shall be The Bank of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇. 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 time and the Transfer Agent shall facilitate transfers of Definitive Securities on behalf of the Issuers. The Transfer Agent shall perform the functions of a transfer agent.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Issuer shall maintain a paying agent (i) one or more paying agents (each, a the “Paying Agent”) for ), an office or agency where the Senior Notes in each of (A) New York, NY and (B) to the extent practicable and permitted by law, in a European Union member state that shall not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”) or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing, complying with or introduced in order to conform to such directive, in each case where Senior Notes may be presented for payment (ii) one and through which the Issuer will make payments on the Notes and an office or more registrars (eachagency where notices or demands to or upon the Issuer in respect of the Notes may be served. The Issuer shall maintain a Paying Agent for the Notes in London, England. The Issuer shall appoint a Registrar, a CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 Transfer Agent and a Paying Agent. The Issuer or any or its Affiliates may act as Registrar, Transfer Agent, Paying Agent and agent for service of notices and demands in connection with the Notes. The Issuer shall also maintain a registrar (the “Registrar”) and (iii) for the Notes. The Issuer shall also maintain a transfer agent (the “Transfer Agent”) 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 agentsRegistrar will maintain a register (the “Security Register”) for the Notes reflecting ownership of Notes of the currency outstanding from time to time. The term “Registrar” includes Paying Agent will make payments on the Registrar Notes and any additional co-registrarsthe Transfer Agent will facilitate transfer of Definitive Registered Notes on the behalf of the Issuer. The term “Paying Agent” includes Registrar or Transfer Agent (as the Principal Paying case may be) will promptly inform the Issuer of any changes to the Security Register. Each Transfer Agent and any additional paying agentsshall perform the functions of a transfer agent. The initial Paying Agent shall be Issuer hereby initially appoints (i) The Bank of New York Mellon in New YorkMellon, NY (the “Principal Paying Agent”) and in London, England (it being understood that the London Branch as Paying Agent shall not be required to maintain an office in London, England). The initial Registrar shall be The Bank of ▇▇▇ ▇located at: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and (ii) The Bank of New York ▇▇▇▇▇▇ ▇▇/NV, Luxembourg Branch, as Registrar and Transfer Agent located at: ▇-▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇. The initial Transfer Agent shall be The Bank of New York Mellon▇▇▇▇▇, in New YorkL-2453 Luxembourg, NY. Each Luxembourg; and each hereby accepts such appointmentsappointment. The Issuer shall enter into an appropriate agency agreement with any Paying Agent or 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 in writing of the name and address of any such agent. If the Issuer fails to maintain a register outside Paying Agent, the United Kingdom reflecting ownership Trustee may appoint a Paying Agent which shall be entitled to appropriate compensation from the Issuer therefor pursuant to Section 7.06. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to the Holders of Senior Notes. However, for so long as Notes outstanding from time to time are listed on Euronext Dublin and the rules of Euronext Dublin so require, the Issuer will publish notice of any change of Paying Agent, Registrar or Transfer Agent shall facilitate transfers on the official website of Definitive Securities on behalf Euronext Dublin (▇▇▇.▇▇▇.▇▇) in accordance with Section 12.01, or, to the extent and in the manner permitted by the rules of Euronext Dublin, such notice of the Issuerschange in a Paying Agent, Registrar or Transfer Agent may instead be published in a daily newspaper with general circulation in Ireland (which is expected to be the Irish Times). In addition, the Issuer or any of its Subsidiaries may act as paying agent in connection with the Notes other than for the purposes of effecting a redemption described under Section 3.07 or Section 3.11 or an offer to purchase the Notes described under Section 4.08. The Transfer Issuer will make payments on the Global Notes to the Paying Agent shall perform the functions of a transfer agentfor further credit to Euroclear or Clearstream (as applicable) which will in turn, distribute such payments in accordance with their respective procedures.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers Company shall maintain an office or agency in London, England, where Securities may be presented for registration (the “Registrar”) and an office or agency in (i) one London, England, and (ii) if and for so long as the Securities are listed on the Official List of the Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof and its rules so require, Dublin, Ireland, in each case where Securities may be presented for transfer or more paying agents exchange (each, a the “Transfer Agent”) or payment (the “Paying Agent”) for ). In addition, the Senior Notes in each of (A) New YorkCompany undertakes that it will ensure, NY and (B) to the extent practicable and permitted by lawpracticable, that it maintains a Paying Agent in a member state of the European Union member state that shall is not be obliged to withhold or deduct tax pursuant to the European Union Council Directive 2003/48/EC (the “Directive”) regarding the taxation of savings income (the “Directive”) or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or any law implementingimplementing or complying with, complying with or introduced in order to conform to such directiveto, in each case where Senior Notes may be presented for payment (ii) one or more registrars (each, the Directive. The Registrar shall keep a “Registrar”) register of the Securities and (iii) a of their transfer agent (the “Transfer Agent”) in New York, NY where the Senior Notes may be presented for registration of transfer or for and exchange. The Issuers Company may have one or more additional co-registrars and one or more additional transfer agents or paying agents. The terms “Transfer Agent” and “Paying Agent” include any additional transfer agent or paying agent, as applicable, and the term “Registrar” includes the Registrar and any additional co-registrars. The term “Company initially appoints (i) the Trustee as Registrar, Transfer Agent and Paying Agent” includes Agent in connection with the Principal Securities and (ii) BNY as Irish Paying Agent and Transfer Agent. Notwithstanding any additional paying agentsother provision of this Indenture, BNY shall carry out only such acts as may be necessary to give effect to Directive 2001/34/EC Article 78(2) of the European Parliament and of the Council of May 28, 2001 on the admission of securities to the official stock exchange listing and on information to be published on those securities. (b) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Transfer Agent not a party to this Indenture. The initial agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Transfer Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Bank Company or any of New York Mellon in New Yorkits Wholly Owned Domestic Subsidiaries may act as Paying Agent or Registrar. (c) The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, NY however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the “Principal Company and such successor Registrar or Paying Agent”, as the case may be, and delivered to the Trustee or (ii) and in London, England (it being understood notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent shall not be required to maintain an office until the appointment of a successor in London, England). The initial Registrar shall be The Bank of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇. The initial Transfer Agent shall be The Bank of New York Mellon, in New York, NY. Each hereby accepts such appointmentsaccordance with clause (i) above. The Registrar shall maintain a register outside or Paying Agent may resign at any time upon written notice to the United Kingdom reflecting ownership of Senior Notes outstanding from time to time Company and the Transfer Trustee; provided, however, that the Trustee may resign as Paying Agent shall facilitate transfers of Definitive Securities on behalf of or Registrar only if the Issuers. The Transfer Agent shall perform the functions of a transfer agentTrustee also resigns as Trustee in accordance with Section 7.07.

Registrar, Transfer Agent and Paying Agent. (a) The Issuers shall maintain (i) one or more paying agents (each, a “Paying Agent”) for the Senior Notes in each of (A) New York, NY and (B) to the extent practicable and permitted by law, in a European Union member state that shall not be obliged to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC regarding the taxation of savings income (the “Directive”) or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing, complying with or introduced in order to conform to such directive, in each case where Senior Notes may be presented for payment (ii) one or more registrars (each, a “Registrar”) and (iii) a transfer agent (the “Transfer Agent”) 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 London, 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 time and the Transfer Agent shall facilitate transfers of Definitive Securities on behalf of the Issuers. The Transfer Agent shall perform the functions of a transfer agent.