Common use of DUTIES OF THE TRANSFER AGENTS Clause in Contracts

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 12.1 The Transfer Agents shall perform the such duties as are set out herein and in this Agreement the Terms and the Conditions and, in performing those duties, shall act in accordance with the Terms and Conditions and the provisions of this Agreement, the N Covered Bond Conditions and the N Covered Bond Assignment and Accession Agreement. 10.2 12.2 Each Transfer Agent shall: (a) accept (i) Registered Notes Covered Bonds (other than N Covered Bonds) delivered to it, with (i) the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer transfer, exchange or exchange assignment of all or part of the Registered Note Covered Bonds in accordance with the ConditionsTerms and Conditions and (ii) in the case of N Covered Bonds, notification of assignment thereof pursuant to the provisions of the relevant N Covered Bond Assignment and Accession Agreement, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the form of Transfer Certificate in the form set out in Schedule 4 and of the N Covered Bond Assignment and Accession Agreement in the form set out in Schedule 2 to the N Covered Bond, and make such forms available on demand to holders of the Covered Bonds; (c) immediately, and in any event within three ten Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Registered Definitive Registered Notes Covered Bonds for transfer (together with any certifications required by itit including, but not limited to, Transfer Certificates or, with respect to N Covered Bonds, a duly executed N Covered Bond Assignment and Accession Agreement) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on Covered Bond for exchange into Registered Definitive Registered NotesCovered Bonds, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Registered Definitive Registered Notes Covered Bonds of a like aggregate nominal amount to the Registered Definitive Registered Notes Covered Bonds transferred and, in the case of the transfer of part only of a Registered Definitive Registered NoteCovered Bond (other than an N Covered Bond), authenticate and deliver at its specified office (or, in the case of N Covered Bonds, at the specified office of the N Covered Bond Registrar) to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Registered Definitive Registered Note Covered Bond in respect of the balance of the Registered Definitive Registered Notes Covered Bonds not so transferred; (cd) if appropriateapplicable, charge to the holder of a Registered Note Covered Bond presented for exchange or transfer transfer (i) the costs and or expenses (if any) of the Registrar in delivering Registered Notes Covered Bonds issued on such exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax duty or other governmental charge Tax that may be imposed in relation to the registration exchange or transfer and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes Covered Bonds (other than an N Covered Bond) to be issued on partial redemptions of a Registered NoteCovered Bonds.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with this Agreement and the Conditions and this AgreementConditions. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, executed and shall, in each case, shall give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) it or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred;; and (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Definitive Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the relevant Conditions and, in performing those duties, shall act in accordance with the relevant Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the relevant Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following a reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate and/or IAI Investment Letter for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and IAI Investment Letters and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate and/or IAI Investment Letter) or (ii) following a reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) transfer the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 (1) The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 (2) Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), ): (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) ); or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer : (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail mail; and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediatelykeep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) as soon as reasonably practicable, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), ): (i) upon receipt by it of Definitive Registered Notes Individual Note Certificates for transfer (together with any certifications required by it) it including, but not limited to, a Transfer Certificate); or (ii) following reduction in the nominal amount surrender of a Registered Global Note on Certificate for exchange into Definitive Registered NotesIndividual Note Certificates, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes Individual Note Certificates of a like aggregate nominal amount to the Definitive Registered Notes Individual Note Certificates transferred and, in the case of the transfer of part only of a Definitive Registered Notean Individual Note Certificate, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Individual Note Certificate in respect of the balance of the Definitive Registered Notes Individual Note Certificates not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer : (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail mail; and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent Agent, deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) 11.2.1 accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) 11.2.2 immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor transferor, a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) 11.2.3 if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) 11.2.4 at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. ‌ 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall will perform the such duties as are set out herein and in this Agreement the Terms and the Conditions and, in performing those duties, shall will act in accordance with the Terms and Conditions and the provisions of this Agreement. 10.2 11.2 Each Transfer Agent shallwill: (a) accept Registered Notes Covered Bonds delivered to it, with the form of transfer on them duly executed, together with, where applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note Covered Bonds in accordance with the Terms and Conditions, and shallwill, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the form of Transfer Certificate in the form set out in Schedule 4 where applicable, and make such forms available on demand to holders of the Covered Bonds; (c) immediately, and in any event within three ten Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Registered Definitive Registered Notes Covered Bonds for transfer (together with any certifications required by itit including, but not limited to, where applicable Transfer Certificates) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on Covered Bond for exchange into Registered Definitive Registered NotesCovered Bonds, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Registered Definitive Registered Notes Covered Bonds of a like aggregate nominal amount to the Registered Definitive Registered Notes Covered Bonds transferred and, in the case of the transfer of part only of a Registered Definitive Registered NoteCovered Bond, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Registered Definitive Registered Note Covered Bond in respect of the balance of the Registered Definitive Registered Notes Covered Bonds not so transferred; (cd) if appropriateapplicable, charge to the holder of a Registered Note Covered Bond presented for exchange or transfer transfer (i) the costs and or expenses (if any) of the Registrar in delivering Registered Notes Covered Bonds issued on such exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax duty or other governmental charge Tax that may be imposed in relation to the registration exchange or transfer and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes Covered Bonds to be issued on partial redemptions of a Registered NoteCovered Bonds.

DUTIES OF THE TRANSFER AGENTS. 10.1 12.1 The Transfer Agents shall perform the such duties as are set out herein and in this Agreement the Master Trust Deed, the relevant Supplemental Trust Deed, the Conditions and the Conditions applicable Final Terms and, in performing those duties, shall act in accordance with the Conditions Master Trust Deed, the relevant Supplemental Trust Deed, the Conditions, the applicable Final Terms and the provisions of this Agreement. 10.2 12.2 Each Transfer Agent shall: (a) accept Registered Notes definitive Certificates delivered to it, it with the form of transfer on them thereon duly executed, executed for the transfer or exchange of all or part of the Registered Note definitive Certificate in accordance with the Conditions, Conditions and shall, in each case, give to the Registrar at its Specified Office within one business day (as defined in Condition 2.2) all relevant details and documents (if any) required by itpursuant to the Conditions to enable it to effect the relevant transfer and issue definitive Certificates in accordance with each request; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note definitive Certificate presented for exchange or transfer transfer (i) the costs and or expenses (if any) of the Registrar in delivering Registered Notes definitive Certificates issued on exchange or such transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration transfer and, in each case, account to the Registrar for those such charges; (c) subject to payment of (or the giving of such indemnity as the Trustee and the Registrar may reasonably require in respect of) any stamp duty, tax or other governmental charges which may be imposed in relation to such transfer forthwith, and in any event within five business days (as defined in Condition 2.2) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), upon receipt by it of definitive Certificates for transfer deliver such Certificates at its Specified Office or mail the relevant Certificates by uninsured mail at the risk of the holder entitled to the Certificates to the address specified in the form of transfer; and (d) at comply with the request terms of any Paying Agent deliver new Registered Notes to properly completed transfer request. None of the Trustee, the Delegate or any of the Agents shall be issued on partial redemptions responsible for the acts or omissions of a Registered Noteany clearing system or nominee.

DUTIES OF THE TRANSFER AGENTS. 10.1 12.1 The Transfer Agents shall will perform the such duties as are set out herein and in this Agreement the Terms and the Conditions and, in performing those duties, shall will act in accordance with the Terms and Conditions and the provisions of this Agreement. 10.2 12.2 Each Transfer Agent shallwill: (a) accept Registered Notes Covered Bonds delivered to it, with the form of transfer on them duly executed, together with, where applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note Covered Bonds in accordance with the Terms and Conditions, and shallwill, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the form of Transfer Certificate in the form set out in Schedule 4 where applicable, and make such forms available on demand to holders of the Covered Bonds; (c) immediately, and in any event within three ten Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Registered Definitive Registered Notes Covered Bonds for transfer (together with any certifications required by itit including, but not limited to, where applicable Transfer Certificates) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on Covered Bond for exchange into Registered Definitive Registered NotesCovered Bonds, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Registered Definitive Registered Notes Covered Bonds of a like aggregate nominal amount to the Registered Definitive Registered Notes Covered Bonds transferred and, in the case of the transfer of part only of a Registered Definitive Registered NoteCovered Bond, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Registered Definitive Registered Note Covered Bond in respect of the balance of the Registered Definitive Registered Notes Covered Bonds not so transferred; (cd) if appropriateapplicable, charge to the holder of a Registered Note Covered Bond presented for exchange or transfer transfer (i) the costs and or expenses (if any) of the Registrar in delivering Registered Notes Covered Bonds issued on such exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax duty or other governmental charge Tax that may be imposed in relation to the registration exchange or transfer and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes Covered Bonds to be issued on partial redemptions of a Registered NoteCovered Bonds.

DUTIES OF THE TRANSFER AGENTS. 10.1 12.1 The Transfer Agents shall perform the such duties as are set out herein and in this Agreement the Trust Deed and the Terms and Conditions and, in performing those duties, shall act in accordance with the Trust Deed and the Terms and Conditions and the provisions of this Agreement. 10.2 12.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them thereon duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Terms and Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediatelykeep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) forthwith, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate) or (ii) following subsequent to the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, Notes authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the such address requested by as the transferee may request duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor (or (at the risk of the transferor) send to the such address requested by as the transferor may request, a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on such exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on upon partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request as soon as reasonably practicable (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Ordinary Note Conditions and, in performing those duties, shall act in accordance with the Ordinary Note Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Ordinary Note Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 12.1 The Transfer Agents shall perform the such duties as are set out herein and in this Agreement the Master Declaration of Trust, as supplemented by the relevant Supplemental Declaration of Trust and the Conditions and, in performing those duties, shall act in accordance with the Master Declaration of Trust, as supplemented by the relevant Supplemental Declaration of Trust, the Conditions and the provisions of this Agreement. 10.2 Each 12.2 The Transfer Agent Agents shall: (a) 12.2.1 accept Registered Notes Certificates delivered to it, it with the form of transfer on them thereon duly executed, executed for the transfer or exchange of all or part of the Registered Note Definitive Certificate in accordance with the Conditions, Conditions and shall, in each case, give to the Registrar all relevant details required by it; within one business day (b) immediately, and in any event within three Business Days (for this purpose being days when banks are open for business in the city in which the specified office Specified Office of the relevant Transfer Agent and Registrar is located) all relevant details and documents (if any) required pursuant to the Conditions to enable it to effect the relevant transfer and issue Definitive Certificates in accordance with each request; 12.2.2 if appropriate, charge to the holder of a Definitive Certificate presented for transfer: (i) the costs or expenses (if any) of the Registrar in delivering Definitive Certificates issued on such transfer other than by regular, uninsured mail; and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the transfer and registration and, in each case, account to the Registrar for such charges; 12.2.3 immediately, and in any event within five business days (for this purpose being days when banks are open for business in the city in which the Specified Office of the relevant Transfer Agent and Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes Certificates for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office Specified Office to the transferee or (at the risk of the transferee) send to the such address requested by as the transferee may request duly dated and completed Definitive Registered Notes Certificates of a like aggregate nominal face amount to the Definitive Registered Notes Certificates transferred and, in the case of the transfer of part only of a Definitive Registered NoteCertificate, authenticate and deliver at its specified office Specified Office to the transferor or (at the risk of the transferor) send to the such address requested by as the transferor may request a duly dated and completed Definitive Registered Note Certificate in respect of the balance of the Definitive Registered Notes Certificates not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) 12.2.4 at the request of any Paying Agent Agent, deliver new Registered Notes Certificates to be issued on partial redemptions of a Registered NoteCertificate; and 12.2.5 comply with the terms of any properly completed transfer request. 12.3 None of the Trustee, the Delegate or any of the Agents shall be responsible for the acts or omissions of any clearing system or nominee.

DUTIES OF THE TRANSFER AGENTS. 10.1 12.1 The Transfer Agents shall perform the such duties as are set out herein and in this the Terms and Conditions, any N Covered Bond Confirmation (incorporating the N Covered Bond Confirmation Terms) and in any N Covered Bond Assignment Agreement and the Conditions and, in performing those duties, shall act in accordance with the Terms and Conditions and the provisions of this Agreement and the provisions of the relevant N Covered Bond Confirmation (incorporating the N Covered Bond Confirmation Terms) and the N Covered Bond Assignment Agreement. 10.2 12.2 Each Transfer Agent shall: (a) accept Registered Notes Covered Bonds delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate or in the case of N Covered Bonds, the duly executed N Covered Bond Assignment Agreement for the transfer or exchange of all or part of the Registered Note Covered Bonds in accordance with the Terms and Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediatelykeep a stock of (i) the form of Transfer Certificate in the form set out in Schedule 4 (Form of Certificate for Exchange or Transfer of Registered Covered Bonds or Beneficial Interest in Registered Covered Bonds), and (ii) the form of N Covered Bond Assignment Agreement set out in Schedule 2 (Form of N Covered Bond Assignment Agreement) to each N Covered Bond, and make such forms available on demand to holders of the Covered Bonds; (c) as soon as reasonably practicable, and in any event within three ten (10) Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it (or, in the case of N Covered Bonds, its nominee) of Registered Definitive Registered Notes Covered Bonds for transfer (together with any certifications required by itit including, but not limited to, Transfer Certificates), or with respect to an N Covered Bond, the duly executed N Covered Bond Assignment Agreement) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on Covered Bond for exchange into Registered Definitive Registered NotesCovered Bonds, authenticate and deliver at its specified office (or, in the case of N Covered Bonds, at the specified office of its nominee) to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Registered Definitive Registered Notes Covered Bonds of a like aggregate nominal amount to the Registered Definitive Registered Notes Covered Bonds transferred and, in the case of the transfer of part only of a Registered Definitive Registered NoteCovered Bond (other than an N Covered Bond), authenticate and deliver at its specified office (or, in the case of N Covered Bonds, at the specified office of its nominee) to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Registered Definitive Registered Note Covered Bond in respect of the balance of the Registered Definitive Registered Notes Covered Bonds not so transferred; (cd) if appropriateapplicable, charge to the holder of a Registered Note Covered Bond presented for exchange or transfer transfer (i) the costs and or expenses (if any) of the Registrar in delivering Registered Notes Covered Bonds issued on such exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax duty or other governmental charge Tax that may be imposed in relation to the registration exchange or transfer and, in each case, account to the Registrar for those charges; and; (de) at the request of any Paying Agent deliver new Registered Notes Covered Bonds to be issued on partial redemptions of Registered Covered Bonds; and (f) if applicable, if presented with a certificate for the transfer of, or exercise of any Covered Bondholders' option relating to, Registered NoteCovered Bonds represented by it, notify the Registrar of (1) the name and address of the holder of the Registered Covered Bond(s) appearing on such certificate, (2) the nominal amount represented by the Registered Covered Bond(s), (3) (in the case of an exercise of an option) the contents of the exercise notice, (4) (in the case of a transfer of, or exercise of an option relating to, part only) the nominal amount of the Registered Covered Bond(s) to be transferred or in respect of which such option is exercised, and (5) (in the case of a transfer) the name and address of the transferee to be entered on the Register and shall cancel the certificate and forward it to the Registrar.

DUTIES OF THE TRANSFER AGENTS. 10.1 ‌ 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Ordinary Note Conditions and, in performing those duties, shall act in accordance with the Ordinary Note Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Ordinary Note Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.Note.‌

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and 0012034-0005142 UKO2: 2001934267.5 15 completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediatelyas soon as reasonably practicable, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement Agreement, the Trust Deed and the Conditions and, in performing those duties, shall act in accordance with the Conditions Conditions, the Trust Deed and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes Certificates delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note Notes represented thereby in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes Certificates for transfer (together with any certifications required by it) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on Certificate for exchange into Definitive Registered NotesCertificates, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes Certificates of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered NoteCertificate, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note Certificate in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and or expenses (if any) of delivering Registered Notes Certificates issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and; (d) at the request of any Paying Agent deliver new Registered Notes Certificates to be issued on partial redemptions of a Registered NoteCertificate; and (e) notify the Registrar of the presentation of any Certificate together with a Put Notice or Put Event Notice in respect of such Certificate.

DUTIES OF THE TRANSFER AGENTS. 10.1 (1) The Transfer Agents shall perform the such duties as are set out herein and in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and the provisions of this Agreement. 10.2 (2) Each Transfer Agent shall: (a) accept (i) Bearer Notes delivered to it with a duly completed request for exchange for Registered Notes substantially in the form set out in Schedule 7A hereto (an "Exchange Request") (provided that, except as specified in the Conditions, all unmatured Coupons, Receipts and Talons appertaining to the Bearer Notes are attached to or delivered with the Bearer Notes) and (ii) Registered Notes delivered to it, with the form of transfer on them thereon duly executed, together with, as applicable, any Transfer Certificate and/or IAI Investment Letter for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by itto enable it to issue Registered Notes in -------------------------------------------------------------------------------- 41 -------------------------------------------------------------------------------- accordance with each request; (b) immediatelykeep a stock of Exchange Requests, Transfer Certificates and in any event within three Business Days (being days when banks are open for business in the city in which the specified office IAI Investment Letters and make such Exchange Requests available on demand to holders of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) keep a stock of Transfer Notices (in the form set out in Schedule 7B hereto) to be made available upon request by holders of the Notes; and (d) if appropriate, charge to the holder of a Bearer Note or Registered Note presented for exchange or transfer transfer (i) the costs and or expenses (if any) of the Registrar in delivering Registered Notes issued on such exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration exchange or transfer and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the such duties as are set out herein and in this Agreement the Declaration of Trust and the Conditions and, in performing those duties, shall act in accordance with the Declaration of Trust and the Conditions and the provisions of this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes Definitive Certificates delivered to it, it with the form of transfer on them thereon duly executed, executed for the transfer or exchange of all or part of the Registered Note Definitive Certificate in accordance with the Conditions, Conditions and shall, in each case, give to the Registrar at its Specified Office within one Local Business Day all relevant details and documents (if any) required by itpursuant to the Conditions to enable it to effect the relevant transfer and issue Definitive Certificates in accordance with each request; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note Definitive Certificate presented for exchange or transfer transfer (i) the costs and or expenses (if any) of the Registrar in delivering Registered Notes Definitive Certificates issued on exchange or such transfer date other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration of such transfer and, in each case, account to the Registrar for those such charges; (c) subject to payment by the transferee of (or the giving of such indemnity as the Trustee or any Transfer Agent may reasonably require in respect of) any stamp duty, tax or other governmental charges which may be imposed in relation to the registration of such transfer, as soon as reasonably practicable, and in any event within five Local Business Days (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations) of the receipt by the relevant Transfer Agent of the duly completed forms of transfer endorsed on the relevant Definitive Certificates (together with such evidence as the Registrar or (as the case may be) such Transfer Agent may require to prove the title of the transferor and the individuals who have executed the form of transfer) deliver such Definitive Certificates at its Specified Office to the transferee or (at the risk of the transferee) send by uninsured mail to such address as the transferee may request duly dated and completed Definitive Certificates of a like aggregate face amount to the Definitive Certificates transferred and, in the case of the transfer of part only of a Definitive Certificate, deliver at its Specified Office to the transferor or (at the risk of the transferor) send by uninsured mail to such address as the transferor may request a duly dated and completed Definitive Certificate in respect of the balance of the Definitive Certificates not so transferred; and (d) at comply with the request terms of any Paying Agent deliver new Registered Notes to properly completed transfer request. None of the Trustee, the Delegate or any of the Agents shall be issued on partial redemptions responsible for the acts or omissions of a Registered Noteany clearing system or nominee.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), ): (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) it including, but not limited to, a Transfer Certificate); or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer : (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail mail; and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate and/or IAI Investment Letter for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and IAI Investment Letters and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar Transfer Agent is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate and/or an IAI Investment Letter) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) 11.2.1 accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate and/or IAI Investment Letter for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the relevant Registrar all relevant details required by it; (b) 11.2.2 keep a stock of the forms of Transfer Certificates and IAI Investment Letters and make such forms available on demand to holders of the Notes; 11.2.3 immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the relevant Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate and/or IAI Investment Letter) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) 11.2.4 if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the relevant Registrar for those charges; and (d) 11.2.5 at the request of any Paying Agent Agent, deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Ordinary Note Conditions and, in performing those duties, shall act in accordance with the Ordinary Note Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Ordinary Note Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with this Agreement and the Conditions and this AgreementConditions. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, executed and shall, in each case, shall give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 12.1 The Transfer Agents shall perform the such duties as are set out herein and in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and the provisions of this Agreement. 10.2 12.2 Each Transfer Agent shall: (a) accept Registered Notes Covered Bonds delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note Covered Bonds in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates in the form set out in 0 (Form of Certificate for Exchange or Transfer of Covered Bonds or Beneficial Interest in Registered Covered Bonds), respectively, and make such forms available on demand to holders of the Covered Bonds; (c) immediately, and in any event within three ten Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Registered Definitive Registered Notes Covered Bonds for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on Covered Bond for exchange into Registered Definitive Registered NotesCovered Bonds, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Registered Definitive Registered Notes Covered Bonds of a like aggregate nominal amount to the Registered Definitive Registered Notes Covered Bonds transferred and, in the case of the transfer of part only of a Registered Definitive Registered NoteCovered Bond, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Registered Definitive Registered Note Covered Bond in respect of the balance of the Registered Definitive Registered Notes Covered Bonds not so transferred; (cd) if appropriate, charge to the holder of a Registered Note Covered Bond presented for exchange or transfer transfer (i) the costs and or expenses (if any) of the Registrar in delivering Registered Notes Covered Bonds issued on such exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration exchange or transfer and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent Agent, deliver new Registered Notes Covered Bonds to be issued on partial redemptions redemption of a Registered NoteCovered Bond.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the such duties as are set out herein and in this Agreement the Declaration of Trust and the Conditions and, in performing those duties, shall act in accordance with the Declaration of Trust and the Conditions and the provisions of this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes Definitive Certificates delivered to it, it with the form of transfer on them thereon duly executed, executed for the transfer or exchange of all or part of the Registered Note Definitive Certificate in accordance with the Conditions, Conditions and shall, in each case, give to the Registrar at its Specified Office within one Local Business Day all relevant details and documents (if any) required by itpursuant to the Conditions to enable it to effect the relevant transfer and issue Definitive Certificates in accordance with each request; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note Definitive Certificate presented for exchange or transfer (i) the costs and or expenses (if any) of the Registrar in delivering Registered Notes Definitive Certificates issued on exchange or such transfer date other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration of such transfer and, in each case, account to the Registrar for those such charges; (c) subject to payment by the transferee of (or the giving of such indemnity as the Trustee or any Transfer Agent may reasonably require in respect of) any stamp duty, tax or other governmental charges which may be imposed in relation to the registration of such transfer, as soon as reasonably practicable, and in any event within five Local Business Days (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations) of the receipt by the relevant Transfer Agent of the duly completed forms of transfer endorsed on the relevant Definitive Certificates (together with such evidence as the Registrar or (as the case may be) such Transfer Agent may require to prove the title of the transferor and the individuals who have executed the form of transfer) deliver such Definitive Certificates at its Specified Office to the transferee or (at the risk of the transferee) send by uninsured mail to such address as the transferee may request duly dated and completed Definitive Certificates of a like aggregate face amount to the Definitive Certificates transferred and, in the case of the transfer of part only of a Definitive Certificate, deliver at its Specified Office to the transferor or (at the risk of the transferor) send by uninsured mail to such address as the transferor may request a duly dated and completed Definitive Certificate in respect of the balance of the Definitive Certificates not so transferred; and (d) at comply with the request terms of any Paying Agent deliver new Registered Notes to properly completed transfer request. None of the Trustee, the Delegate or any of the Agents shall be issued on partial redemptions responsible for the acts or omissions of a Registered Noteany clearing system or nominee.

DUTIES OF THE TRANSFER AGENTS. 10.1 9.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 9.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with this Agreement and the Conditions and this AgreementConditions. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, executed and shall, in each case, shall give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) it or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred;; and (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Definitive Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with this Agreement and the Conditions and this AgreementConditions. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, executed and shall, in each case, shall give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the such duties as are set out in this Agreement herein and the relevant Conditions and, in performing those duties, shall act in accordance with the relevant Conditions and the provisions of this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the relevant Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office keep a stock of the Registrar is located) forms of Transfer Certificates and make such forms available on demand to holders of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and or expenses (if any) of the Registrar in delivering Registered Notes issued on such exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration exchange or transfer and, in each case, account to the Registrar for those charges; (d) upon the deposit with such Transfer Agent of an Exchangeable Bearer Note in a valid exercise of its holder's election to exchange it for a Registered Note, forthwith (i) notify the Agent and the Registrar of the Series, nominal amount and certificate number of such Note (ii) notify the Registrar of the name and address to be entered on the Register and (iii) cancel such Note, together with any related unmatured Coupon and Xxxxx, and forward them to the Agent; and (de) at upon the request presentation of such Transfer Agent of a Certificate presented for the transfer or, or exercise of any Paying Agent deliver new Noteholders' option relating to, Registered Notes represented by it, forthwith notify the Registrar of (i) the name and address of the holder of the Registered Note(s) appearing on such Certificate, (ii) the certificate number of such Certificate and nominal amount of the Registered Note(s) represented by it, (iii) in the case of an exercise of a Noteholder's option, the contents of the Exercise Notice, (iv) in the case of a transfer of, or exercise of a Noteholder's option relating to, part only, the nominal amount of the Registered Note(s) to be issued on partial redemptions transferred or in respect of which such option is exercised, and (v) in the case of a Registered Notetransfer, the name and address of the transferee to be entered on the Register and shall cancel such Certificate and forward it to the Registrar.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the such duties as are set out in this Agreement herein and the Conditions and, in performing those duties, shall act in accordance with the Conditions and the provisions of this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes Definitive Certificates delivered to it, it with the form of transfer on them thereon duly executed, executed for the transfer or exchange of all or part of the Registered Note Definitive Certificate in accordance with the Conditions, Conditions and the terms hereof and shall, in each case, (i) provide the Trustee with written notice of any requests for transfer of all or part of a Definitive Certificate as soon as reasonably practicable following receipt by such Transfer Agent of any such request and (ii) give to the Registrar within one Business Day all relevant details required by itto enable it to effect the relevant transfer and issue Definitive Certificates in accordance with each request; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note Definitive Certificate presented for exchange or transfer transfer (i) the costs and or expenses (if any) of delivering Registered Notes Certificates issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration; (c) subject to payment by the transferee of (or the giving of such indemnity as the Trustee or any Transfer Agent may reasonably require in respect of) any stamp duty, tax or other governmental charges which may be imposed in relation to the registration of such transfer, forthwith, and in any event within five Business Days (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations) of the receipt by the relevant Transfer Agent of the duly completed forms of transfer endorsed on the relevant Definitive Certificates (together with such evidence as the Registrar or (as the case may be) such Transfer Agent may reasonably require, including to prove the title of the transferor and the individuals who have executed the form of transfer and/or, in the case of the Trustee only, the identity of the transferee) deliver such Definitive Certificates at its Specified Office to the transferee or (at the risk of the transferee) send by uninsured mail to such address as the transferee may request duly dated and completed Definitive Certificates of a like aggregate face amount to the Definitive Certificates transferred and, in each casethe case of the transfer of part only of a Definitive Certificate, account deliver at its Specified Office to the Registrar for those chargestransferor or (at the risk of the transferor) send by uninsured mail to such address as the transferor may request a duly dated and completed Definitive Certificate in respect of the balance of the Definitive Certificates not so transferred; and (d) at comply with the request terms of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Noteproperly completed transfer request.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Ordinary Note Conditions and, in performing those duties, shall act in accordance with the Ordinary Note Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Ordinary Note Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or it)or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall:shall:‌ (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the such duties as are set out in this Agreement herein and the Conditions and, in performing those duties, shall act in accordance with the Conditions and the provisions of this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them thereon duly executed, together with, as applicable, any Transfer Certificate and/or IAI Investment Letter for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the relevant Registrar all relevant details required by it; (b) immediatelykeep a stock of the forms of Transfer Certificates and an IAI Investment Letters and make such forms available on demand to holders of the Notes; (c) forthwith, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the relevant Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate and/or an IAI Investment Letter) or (ii) following subsequent to the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, Notes authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the such address requested by as the transferee may request duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor (or (at the risk of the transferor) send to the such address requested by as the transferor may request, a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on such exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the relevant Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on upon partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being being, for this purpose, days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediatelyas soon as reasonably practicable, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.Note.‌

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) 11.2.1 accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) 11.2.2 immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) 11.2.3 if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) 11.2.4 at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions redemption of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediatelyas soon as reasonably practicable, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Ordinary Note Conditions and, in performing those duties, shall act in accordance with the Ordinary Note Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Ordinary Note Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or it)or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), , (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or it (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties expressly set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 12.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 12.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of it including, but not limited to, a Registered Global Note on exchange into Definitive Registered NotesTransfer Certificate), authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days business days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Definitive Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement Agreement, the Conditions and the Additional Note Conditions and, in performing those duties, shall act in accordance with this Agreement, the Conditions and this Agreementthe Additional Note Conditions. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, executed and shall, in each case, shall give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties expressly set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.Note.‌

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the form of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar Transfer Agent is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it;; 0012034-0005017 ICM:34416267.9 15 (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediatelykeep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) as soon as reasonably practicable, and in any event within three ten Business Days (being being, for the purpose of this Clause 10.2, days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by itit including, but not limited to, a Transfer Certificate) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on exchange into for Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (cd) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (de) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following reduction in the nominal amount of a Registered Global Note on exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. 10.1 11.1 The Transfer Agents shall perform the duties set out in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and this Agreement. 10.2 11.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

DUTIES OF THE TRANSFER AGENTS. ‌ 10.1 The Transfer Agents shall perform the duties set out in this Agreement and the Ordinary Note Conditions and, in performing those duties, shall act in accordance with the Ordinary Note Conditions and this Agreement. 10.2 Each Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, for the transfer or exchange of all or part of the Registered Note in accordance with the Ordinary Note Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it) or it)or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note on for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (c) if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs and or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail and (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (d) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.Note.‌