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

Registrar, Paying Agent and Transfer Agent. The Company shall maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one or more Paying Agents where Notes may be presented for payment. Offices or agencies of the Paying Agent for the Notes shall be maintained in the United States. The Company shall also maintain a Registrar with offices in the United States and a transfer agent (the “Transfer Agent”) in the United States. The Registrar, acting as agent of the Company solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, shall act as such. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. The Global Notes will be deposited with a custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. The Company initially appoints, upon the terms and subject to the conditions of this Indenture, GLAS Trust Company LLC to act as the Principal Paying Agent, the Transfer Agent and the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the Notes are listed on the official list of the Exchange and traded on the Euro MTF Market and the rules and regulations of the Exchange so require, the Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar, Paying Agent and Transfer Agent. The Company shall maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one or more Paying Agents where Notes may be presented for payment. Offices or agencies of the Paying Agent for the Notes shall be maintained in the United StatesLondon, England. The Company shall also maintain a Registrar with offices in the United States Frankfurt, Germany and a transfer agent (the “Transfer Agent”) in the United StatesLondon, England. The Registrar, acting as agent of the Company solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, shall act as such. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. The Each of Euroclear and Clearstream shall act as a Depositary with respect to the Global Notes. Citibank Europe plc will act as Common Depositary for the Global Notes will be deposited with a custodian for DTC on behalf of Euroclear and registered in the name of Cede & Co., as nominee of DTCClearstream. The Company initially appoints, upon the terms and subject to the conditions of this Indenture, GLAS Trust Company LLC Citibank, N.A., London Branch to act as the Principal Paying Agent, Agent and the Transfer Agent and Citigroup Global Markets Europe AG to act as the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the Notes are listed on the official list of the Exchange and traded on the Euro MTF Market and the rules and regulations of the Exchange so require, the Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar, Paying Agent and Transfer Agent. The Company Issuer shall maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one or more Paying Agents where Notes may be presented for payment. Offices or agencies of the Paying Agent for the Notes shall be maintained in the United StatesLondon, England. The Company Issuer shall also maintain a Registrar with offices in the United States Frankfurt, Germany, and a transfer agent (the “Transfer Agent”) in the United StatesLondon, England. The Registrar, acting as agent of the Company Issuer solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company Issuer shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company Issuer solely for this purpose, shall act as such. The Company Issuer or any of its Subsidiaries, acting as agent of the Company Issuer solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. The Global Notes will be deposited with a custodian for DTC and registered in the name of Cede & Co.Issuer initially appoints Citibank N.A., as nominee of DTC. The Company initially appoints, upon the terms and subject to the conditions of this Indenture, GLAS Trust Company LLC London Branch to act as the Principal Paying Agent and the Transfer Agent, the Transfer Agent and initially appoints Citigroup Global Markets Deutschland AG to act as the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company Issuer shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the Notes are listed on the official list of the Exchange and traded on the Euro MTF Market and the rules and regulations of the Exchange so require, the Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.replacement

Registrar, Paying Agent and Transfer Agent. The Company shall maintain offices an office or agencies agency where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one an office or more Paying Agents agency where Notes may be presented for payment. Offices or agencies of the payment (“Paying Agent for the Notes shall be maintained in the United StatesAgent”). The Company shall also maintain a Registrar with offices in the United States and a transfer agent (the “Transfer Agent”) in the United States. The Registrar, acting as agent of the Company solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Agent or Registrar or Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, Trustee shall act as such. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes will be deposited with a custodian for DTC and registered in the name of Cede & Co., as nominee of DTCNotes. The Company initially appointsappoints the Trustee to act as the Registrar, Transfer Agent and Paying Agent and to act as Custodian with respect to the Global Notes. None of the Trustee, the Registrar, the Paying Agent or Transfer Agent shall have any responsibility or obligation to any beneficial owner of an interest in a Global Note, any Agent or other member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or any nominee or participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent or other participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the terms and order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its applicable rules and procedures. The Trustee, Registrar, Paying Agent and Transfer Agent may conclusively rely and shall be fully protected in relying upon information furnished by DTC with respect to its Agents and other members, participants and any beneficial owners. Neither the conditions Trustee nor the Registrar or Transfer Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or Indirect Participants in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, GLAS Trust Company LLC and to act as examine the Principal Paying Agent, the Transfer Agent and the Registrar. Each Agent hereby accepts such appointments. Subject same to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations determine substantial compliance as to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In form with the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the Notes are listed on the official list of the Exchange and traded on the Euro MTF Market and the rules and regulations of the Exchange so require, the Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not jointexpress requirements hereof.

Registrar, Paying Agent and Transfer Agent. The Company shall maintain offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one or more Paying Agents where Notes may be presented for payment. Offices or agencies of the Paying Agent for the Notes shall be maintained in the United States. The Company shall also maintain a Registrar with offices in the United States and a transfer agent (the “Transfer Agent”) in the United States. The Registrar, acting as agent of the Company solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, shall act as such. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, may act as Paying Agent, Transfer Agent or Registrar. The Each of Euroclear and Clearstream shall act as a Depositary with respect to the Global Notes. Banque Internationale à Luxembourg SA will act as Common Depositary for the Global Notes will be deposited with a custodian for DTC on behalf of Euroclear and registered in the name of Cede & Co., as nominee of DTCClearstream. The Company initially appoints, upon the terms and subject to the conditions of this Indenture, GLAS Trust Company LLC to act as the Principal Paying Agent, the Transfer Agent and the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Agents of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For so long as the Notes are listed on the official list of the Exchange and traded on the Euro MTF Market and the rules and regulations of the Exchange so require, the Company shall provide notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Exchange in accordance with Section 13.02 and, in the case of Definitive Notes, in addition to such publication and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears on the Register, with a copy to the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender of the Definitive Note to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of any Transfer Agent. The obligations of the Agents are several and not joint.

Registrar, Paying Agent and Transfer Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of transfer or for exchange (each, a “Registrar”) and one or more Paying Agents offices or agencies where Notes may be presented for payment. Offices or agencies of the payment (each, a “Paying Agent for the Notes shall be maintained in the United StatesAgent”). The Company shall also maintain a Registrar with offices in the United States and a transfer agent (the “Transfer Agent”) in the United States. The Registrar, acting as agent of the Company solely for this purpose, shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars Registrars and one or more additional paying agentsPaying Agents. The term “Registrar” includes any co-registrar Registrar and the term “Paying Agent” includes any additional paying agentPaying Agent. The Company shall also maintain a transfer agent with respect to any Euro Notes (a “Transfer Agent”). The Transfer Agent shall be responsible for, among other things, facilitating any transfers or exchanges of beneficial interests in Euro Notes represented by global notes between Holders. The Company shall give prompt written notice to the Trustee of any such co-Registrar or additional Paying Agents and of any change in the name or address of any such Registrar, Transfer Agent or Paying Agent. The Company may change any Paying Agent, Agent or Registrar or Transfer Agent without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Paying Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee, acting as agent of the Company solely for this purpose, Trustee shall act as such, or appoint any necessary Registrar or Paying Agent. The Company may change the Paying Agents, the Registrars or the Transfer Agent without prior notice to the Holders. The Company or any of its Subsidiaries, acting as agent of the Company solely for this purpose, Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Global Notes will be deposited with a custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. The Company initially appoints, upon the terms and subject to the conditions of this Indenture, GLAS Trust Company LLC to act as the Principal Paying Agent, the Transfer Agent and the Registrar. Each Agent hereby accepts such appointments. Subject to any applicable laws and regulations, the Company shall cause the Registrar to keep a register (the “Register”) at its office in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of ownership, exchange and transfer of the Notes. Such registration in the Register shall be conclusive evidence of the ownership of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred, cancelled, lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The Company shall enter into an appropriate agency agreement with any Paying Agent or co-Registrar not a party with respect to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee and the Agents of the name and address of any such agentDollar Notes. If the Company fails to maintain a Registrar or Paying Agent, the Trustee may appoint a suitably qualified and reputable party to act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. Upon notice to the Trustee, the Company may change any Paying Agent, Registrar or Transfer Agent. For for so long as the any Euro Notes are listed on the official list of the Global Exchange and traded on the Euro MTF Market and the rules and regulations of the Irish Stock Exchange so requirepermit, the Company shall provide publish a notice of any change of Paying Agent, Registrar or Transfer Agent to the Exchange. To the extent and in the manner permitted by such rules, the Company will request the notice to be posted on the official website of the Irish Stock Exchange in accordance (xxxx://xxx.xxx.xx). The Company undertakes that, so long as any Euro Notes remain outstanding, it will ensure that it maintains a Paying Agent with Section 13.02 and, in the case of Definitive Notes, in addition respect to such publication Euro Notes in a member state of the European Union that will not be obligated to withhold or deduct tax pursuant to the Council of the European Union Directive 2003/48/EC (as amended from time to time) or any other law or directive implementing the conclusions of the Economic and posting, mail such notice by first-class mail to each Holder’s registered address, as it appears Financial Affairs Council meeting of 26 and 27 November 2000 on the Registertaxation of savings income, or any law implementing, or complying with a copy or introduced in order to conform to, such directive. The applicable Paying Agent will make payments on the Trustee. Payment of principal shall be made upon the surrender of Definitive Notes at the office of any Paying Agent. In the case of a transfer of a Definitive Note in part, upon surrender on behalf of the Definitive Note Company. The Company hereby appoints the Trustee to be transferred, a Definitive Note shall be issued to the transferee in respect of the principal amount transferred initial Registrar and a Definitive Note shall be issued to the transferor in respect of the balance of the principal amount of the transferred Definitive Note at the office of initial Paying Agent for any Transfer AgentDollar Notes. The obligations of Company hereby appoints Elavon Financial Services Limited, UK Branch, to be the Agents are several initial Paying Agent for any Euro Notes. The Company hereby appoints Elavon Financial Services Limited to be the initial Registrar and not jointinitial Transfer Agent for any Euro Notes.