Paying Agent and Registrar for the Notes
The Company will maintain one or more paying agents (each a
Paying Agent) for the Notes in the Borough of Manhattan, City of New York. The Company will undertake to maintain a Paying Agent in a member state of the European Union that is not obligated to withhold or deduct tax pursuant to the
European Union Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in
order to conform to, such directive. The Company, upon written notice to the Trustee accompanied by an Officers Certificate, may appoint one or more Paying Agents, other than the Trustee, for the Notes. If we fail to appoint or maintain
another entity as Paying Agent, the Trustee shall act as such. The Company, the Guarantor or any of the Guarantors subsidiaries, upon notice to the Trustee, may act as Paying Agent. The initial Paying Agent will be The Bank of New York Mellon
in New York.
The Company will also maintain one
registrar (the Registrar) with an office in the Borough of Manhattan, City of New York. The Company, upon written notice to the Trustee accompanied by an Officers Certificate, may appoint one or more registrars, other than the
Trustee, for the Notes. If we fail to appoint or maintain another entity as Registrar, the Trustee shall act as such. The Company, the Guarantor or any of the Guarantors subsidiaries, upon notice to the Trustee, may act as Registrar. The
initial Registrar will be The Bank of New York Mellon in New York.
The Company will also maintain a transfer agent with an office in the Borough of Manhattan, City of New York. Each transfer agent shall perform the functions of a transfer agent. The Company, upon written
notice to the Trustee accompanied by an Officers Certificate, may appoint one or more transfer agents, other than the Trustee, for the Notes. If we fail to appoint or maintain another entity as transfer agent, the Trustee shall act as such.
The Company, the Guarantor or any of the Guarantors subsidiaries, upon notice to the Trustee, may act as transfer agent. The initial transfer agent will be The Bank of New York Mellon in New York.
The Registrar will maintain a register reflecting ownership
of Notes outstanding from time to time and the Paying Agent will make payments on and facilitate transfer of Notes on the behalf of the Company.
The Company may change any Paying Agents, Registrars or transfer agents without prior notice to the holders of Notes.
Further Issuances
The Company may, from time to time, without notice to or
consent of the registered holders of its Notes, increase the principal amount of such Notes that may be issued under the Indenture and issue such increased principal amount (or any portion thereof), in which case any such subsequently issued Notes
will have the same form and terms (other than the date of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue), and will carry the same right to receive accrued and unpaid interest, as the Notes
previously issued, and such subsequently issued Notes will form a single series with the previously issued Notes, including for purposes of voting and redemptions; provided, however, that a separate CUSIP or ISIN would be issued for the subsequently
issued Notes, unless the Notes and the subsequently issued Notes are fungible for U.S. federal income tax purposes. Such subsequently issued Notes will also be guaranteed by the Guarantor (with the same ranking as the Guarantee for the Notes).
Book-Entry, Delivery and Form
We will issue the Notes in registered, global form (each, a
global Note), without coupons, in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof, that will be deposited with, or on behalf of, DTC. The global Notes will be registered in the name of
Cede & Co., DTCs nominee.
Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct or indirect participants in DTC.
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