Common use of Additional Duties of the Registrar Clause in Contracts

Additional Duties of the Registrar. If Individual Note Certificates are required to be delivered pursuant to the terms of any Global Note Certificate and the Current Issuer Trust Deed, the Registrar shall: (a) five Business Days prior to each Payment Date notify the Current Issuer, the Current Issuer Cash Manager and the other Agents of the aggregate principal amount outstanding of the relevant Current Issuer Notes; (b) receive any document relating to or affecting the title to any Individual Note Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents received; (c) prepare all such lists of the holders of the Individual Note Certificates as may be required by the Current Issuer, the Current Issuer Cash Manager, the Paying Agents or the Note Trustee or any person authorised by any of them; (d) comply with the proper and reasonable requests of the Current Issuer with respect to the maintenance of the Register and provide the Paying Agents with such information relating to the Individual Note Certificates as they may reasonably require for the proper performance of their duties; and (e) carry out such other acts as may reasonably be necessary to give effect to the Current Issuer Conditions, this Agreement and the Regulations. In carrying out its functions the Registrar shall act in accordance with the terms of this Agreement, the Regulations, the Current Issuer Conditions and the Current Issuer Trust Deed. No transfer from a holder of an Individual Note Certificate shall be registered for a period of 15 days immediately preceding a Payment Date.

Additional Duties of the Registrar. If Individual Note Certificates are required to be delivered pursuant to the terms of any Global Note Certificate and the Current Issuer Trust Deed, the Registrar shall: (a) five Business Days prior to each Payment Date notify the Current Issuer, the Current Issuer Cash Manager and the other Agents of the aggregate principal amount outstanding Principal Amount Outstanding of the relevant Current Issuer Notes; (b) receive any document relating to or affecting the title to any Individual Note Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents received; (c) prepare all such lists of the holders of the Individual Note Certificates as may be required by the Current Issuer, the Current Issuer Cash Manager, the Paying Agents or the Note Trustee or any person authorised by any of them; (d) comply with the proper and reasonable requests of the Current Issuer with respect to the maintenance of the Register and provide the Paying Agents with such information relating to the Individual Note Certificates as they may reasonably require for the proper performance of their duties; and (e) carry out such other acts as may reasonably be necessary to give effect to the Current Issuer Conditions, this Agreement and the Regulations. In carrying out its functions the Registrar shall act in accordance with the terms of this Agreement, the Regulations, the Current Issuer Conditions and the Current Issuer Trust Deed. No transfer from a holder of an Individual Note Certificate shall be registered for a period of 15 days immediately preceding a Payment Date.

Additional Duties of the Registrar. If Individual Note Certificates are required to 11.1 The Registrar shall maintain at its specified office (which shall be delivered pursuant to the terms of any Global Note Certificate and the Current Issuer Trust Deed, the Registrar shall: (a) five Business Days prior to each Payment Date notify the Current Issuer, the Current Issuer Cash Manager and the other Agents an office outside of the aggregate principal amount outstanding of United Kingdom) a separate register (each a “Register” and together the relevant Current Issuer Notes; (b“Registers”) receive any document relating to or affecting the title to any Individual Note Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents received; (c) prepare all such lists of the holders of each of the Individual Note Certificates Unrestricted Securities and the Restricted Securities in accordance with the Conditions and the Regulations (as may defined below). In each case, the Register shall show the number of issued Certificates, their principal amount, their date of issue and their certificate number (which shall be required by unique for each Certificate) and shall identify each Security, record the Current name and address of its initial subscriber, all subsequent transfers, exercises of options and changes of ownership in respect of it, the names and addresses of its subsequent holders and the Certificate from time to time representing it. The Registrar shall during office hours make the Registers available to the Issuer, the Current Issuer Cash Manager, Principal Paying Agent and the Paying Agents or the Note Trustee or any person authorised by any of them; (d) comply with them for inspection and for the proper taking of copies and reasonable requests the Registrar shall deliver to such persons all such lists of the Current Issuer with respect to the maintenance holders of the Register Securities, their addresses and provide the Paying Agents with such information relating to the Individual Note Certificates holdings as they may request. 11.2 Notwithstanding anything else contained in this Agreement, prior to expiry of the Distribution Compliance period, transfers by the holder of, or of a beneficial interest in, the Unrestricted Global Certificate to a transferee in the United States or who is a US person will only be made: 11.2.1 upon receipt by the Registrar of a written certification substantially in the form set out in Schedule 2, amended as appropriate (a “Transfer Certificate”), copies of which are available from the specified office of any Transfer Agent, from the transferor of the Security or beneficial interest therein to the effect that such transfer is being made to a person that the transferor reasonably require believes is a QIB purchasing for its own account, or the proper performance account of their dutiesone or more QIBs, in a transaction meeting the requirements of Rule 144A; andor (e) carry out 11.2.2 otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by the Issuer of such other acts satisfactory evidence as the Issuer may reasonably require, which may include an opinion of US counsel, that such transfer is in compliance with any applicable securities laws of any State of the United States, 11.3 Notwithstanding anything else contained in this Agreement, transfers of Restricted Securities or beneficial interests therein may be necessary made: 11.3.1 to give effect a transferee who takes delivery of such interest through the Unrestricted Global Certificate, upon receipt by the Registrar of a duly completed Transfer Certificate from the transferor to the Current Issuer Conditions, this Agreement and the Regulations. In carrying out its functions the Registrar shall act effect that such transfer is being made in accordance with Regulation S; or 11.3.2 to a transferee who takes delivery of such interest through a Restricted Security where the terms transferee is a person that the transferor reasonably believes is a QIB purchasing for its own account, or the account of this Agreementone or more QIBs, in a transaction meeting the Regulationsrequirements of Rule 144A; or 11.3.3 otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by the Current Issuer Conditions of such satisfactory evidence as the Issuer may reasonably require, which may include an opinion of US counsel, that such transfer is in compliance with any applicable securities laws of any State of the United States, 11.3.4 and, in each case, in accordance with any applicable securities laws of any State of the United States and the Current Issuer Trust Deed. No transfer from a holder of an Individual Note Certificate shall be registered for a period of 15 days immediately preceding a Payment Dateeach other applicable jurisdiction.

Additional Duties of the Registrar. If Individual Note Certificates are required to be delivered pursuant to the terms of any Global Note Certificate and the Current Issuer Trust Deed, the Registrar shall: (a) five Business Days prior to each Payment Date notify the Current Issuer, the Current Issuer Cash Manager and the other Agents of the aggregate principal amount outstanding of the relevant Current Issuer Notes; (b) receive any document relating to or affecting the title to any Individual Note Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents received; (c) prepare all such lists of the holders of the Individual Note Certificates as may be required by the Current Issuer, the Current Issuer Cash Manager, the Paying Agents or the Note Trustee or any person authorised by any of them; (d) comply with the proper and reasonable requests of the Current Issuer with respect to the maintenance of the Register and provide the Paying Agents with such information relating to the Individual Note Certificates as they may reasonably require for the proper performance of their duties; and (e) carry out such other acts as may reasonably be necessary to give effect to the Current Issuer Conditions, this Agreement and the Regulations. In carrying out its functions the Registrar shall act in accordance with the terms of this Agreement, the Regulations, the Current Issuer Conditions and the Current Issuer Trust Deed. No transfer from a holder of an Individual Note Certificate shall be registered for a period of 15 days immediately preceding a an Interest Payment Date.

Additional Duties of the Registrar. If Individual Note Definitive Notes or Definitive Residual Certificates are required to be delivered pursuant to the terms of any Global Note or Global Residual Certificate and the Current Issuer Trust Deed, the Registrar shall: (a) 10.11.1 five Business Days prior to each Interest Payment Date notify the Current Issuer, the Current Issuer Cash Manager PML as Administrator and the other Agents of the aggregate principal amount outstanding Principal Liability Outstanding of the relevant Current Issuer Notes; (b) 10.11.2 receive any document relating to or affecting the title to any Individual Note Definitive Notes or Definitive Residual Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents received; (c) 10.11.3 prepare all such lists of the holders of the Individual Note Definitive Notes or Definitive Residual Certificates as may be required by the Current Issuer, the Current Issuer Cash ManagerPML as Administrator, the Paying Agents or the Note Trustee or any person authorised by any of them; (d) 10.11.4 comply with the proper and reasonable requests of the Current Issuer with respect to the maintenance of the relevant Register and provide the Paying Agents with such information relating to the Individual Note Definitive Notes or Definitive Residual Certificates as they may reasonably require for the proper performance of their duties; and (e) 10.11.5 carry out such other acts as may reasonably be necessary to give effect to the Current Issuer Conditions, the Residual Certificates Conditions, this Agreement and the Regulations. In carrying out its functions the Registrar shall act in accordance with the terms of this Agreement, the Regulations, the Current Issuer Conditions and the Current Issuer Trust Deed. No transfer from a holder of an Individual a Definitive Note and/or Definitive Residual Certificate shall be registered for a period of 15 days immediately preceding a an Interest Payment Date.

Additional Duties of the Registrar. If Individual Note Certificates are required to be delivered pursuant to the terms of any Global Note Certificate and the Current Issuer Trust Deed, the Registrar shall: (a) five Business Days prior to each Note Payment Date notify the Current Master Issuer, the Current Issuer Cash Manager and the other Agents of the aggregate principal amount outstanding Principal Amount Outstanding of the relevant Current Issuer Notes; (b) receive any document relating to or affecting the title to any Individual Note Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents received; (c) prepare all such lists of the holders of the Individual Note Certificates as may be required by the Current Master Issuer, the Current Issuer Cash Manager, the Paying Agents or the Note Trustee or any person authorised by any of them; (d) comply with the proper and reasonable requests of the Current Master Issuer with respect to the maintenance of the Register and provide the Paying Agents with such information relating to the Individual Note Certificates as they may reasonably require for the proper performance of their duties; and (e) carry out such other acts as may reasonably be necessary to give effect to the Current Issuer Conditions, this Agreement and the Regulations. In carrying out its functions the Registrar shall act in accordance with the terms of this Agreement, the Regulations, the Current Issuer Conditions and the Current Issuer Trust Deed. No transfer from a holder of an Individual Note Certificate shall be registered for a period of 15 days immediately preceding a Note Payment Date.

Additional Duties of the Registrar. If Individual Note Certificates are required to be delivered pursuant to the terms of any Global Note Certificate and the Current Issuer Trust Deed, the Registrar shall: (a) five Business Days prior to each Payment Date notify the Current Issuer, the Current Issuer Cash Manager and the other Agents of the aggregate principal amount outstanding Principal Amount Outstanding of the relevant Current Issuer Notes; (b) receive any document relating to or affecting the title to any Individual Note Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents received; (c) prepare all such lists of the holders of the Individual Note Certificates as may be required by the Current Issuer, the Current Issuer Cash Manager, the Paying Agents or the Note Trustee or any person authorised by any of them; (d) comply with the proper and reasonable requests of the Current Issuer with respect to the maintenance of the Register and provide the Paying Agents with such information relating to the Individual Note Certificates as they may reasonably require for the proper performance of their duties; and (e) carry out such other acts as may reasonably be necessary to give effect to the Current Issuer Conditions, this Agreement and the Regulations. In carrying out its functions the Registrar shall act in accordance with the terms of this Agreement, the Regulations, the Current Issuer Conditions and the Current Issuer Trust Deed. No transfer from a holder of an Individual Note Certificate shall be registered for a period of 15 days immediately preceding a an Interest Payment Date or Payment Date.

Additional Duties of the Registrar. If Individual Note Certificates are required to be delivered pursuant to the terms of any Global Note Certificate and the Current Issuer Trust Deed, the Registrar shall: (a) five Business Days prior to each Note Payment Date for a Series and Class of Notes notify the Current Master Issuer, the Current Issuer Cash Manager and the other Agents of the aggregate principal amount outstanding Principal Amount Outstanding of the relevant Current such Issuer Notes; (b) receive any document relating to or affecting the title to any Individual Note Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents received; (c) prepare all such lists of the holders of the Individual Note Certificates as may be required by the Current Master Issuer, the Current Issuer Cash Manager, the Paying Agents or the Note Trustee or any person authorised by any of them; (d) comply with the proper and reasonable requests of the Current Master Issuer with respect to the maintenance of the Register and provide the Paying Agents with such information relating to the Individual Note Certificates as they may reasonably require for the proper performance of their duties; and (e) carry out such other acts as may reasonably be necessary to give effect to the Current Issuer Conditions, this Agreement and the Regulations. In carrying out its functions the Registrar shall act in accordance with the terms of this Agreement, the Regulations, the Current Issuer Conditions and the Current Issuer Trust Deed. No transfer from a holder of an Individual Note Certificate in respect of a Series and Class of Issuer Notes shall be registered for a period of 15 days immediately preceding a Note Payment DateDate for such Issuer Notes.

Additional Duties of the Registrar. If Individual Note Definitive Notes or Definitive Residual Certificates are required to be delivered pursuant to the terms of any Global Note or Global Residual Certificate and the Current Issuer Trust Deed, the Registrar shall: (a) 10.11.1 five Business Days prior to each Interest Payment Date notify the Current Issuer, the Current Issuer Cash Manager Administrator and the other Agents of the aggregate principal amount outstanding Principal Liability Outstanding of the relevant Current Issuer Notes; (b) 10.11.2 receive any document relating to or affecting the title to any Individual Note Definitive Notes or Definitive Residual Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents received; (c) 10.11.3 prepare all such lists of the holders of the Individual Note Definitive Notes or Definitive Residual Certificates as may be required by the Current Issuer, the Current Issuer Cash ManagerAdministrator, the Paying Agents or the Note Trustee or any person authorised by any of them; (d) 10.11.4 comply with the proper and reasonable requests of the Current Issuer with respect to the maintenance of the relevant Register and provide the Paying Agents with such information relating to the Individual Note Definitive Notes or Definitive Residual Certificates as they may reasonably require for the proper performance of their duties; and (e) 10.11.5 carry out such other acts as may reasonably be necessary to give effect to the Current Issuer Conditions, the Residual Certificates Conditions, this Agreement and the Regulations. In carrying out its functions the Registrar shall act in accordance with the terms of this Agreement, the Regulations, the Current Issuer Conditions and the Current Issuer Trust Deed. No transfer from a holder of an Individual a Definitive Note and/or Definitive Residual Certificate shall be registered for a period of 15 days immediately preceding a an Interest Payment Date.

Additional Duties of the Registrar. If Individual Note Certificates are required to be delivered pursuant to the terms of any Global Note Certificate and the Current Issuer Trust Deed, the Registrar shall: (a) five Business Days prior to each Payment Date notify the Current Master Issuer, the Current Issuer Cash Manager and the other Agents of the aggregate principal amount outstanding Principal Amount Outstanding of the relevant Current Issuer Notes; (b) receive any document relating to or affecting the title to any Individual Note Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney and maintain proper records of the details of all documents received; (c) prepare all such lists of the holders of the Individual Note Certificates as may be required by the Current Master Issuer, the Current Issuer Cash Manager, the Paying Agents or the Note Trustee or any person authorised by any of them; (d) comply with the proper and reasonable requests of the Current Master Issuer with respect to the maintenance of the Register and provide the Paying Agents with such information relating to the Individual Note Certificates as they may reasonably require for the proper performance of their duties; and (e) carry out such other acts as may reasonably be necessary to give effect to the Current Issuer Conditions, this Agreement and the Regulations. In carrying out its functions the Registrar shall act in accordance with the terms of this Agreement, the Regulations, the Current Issuer Conditions and the Current Issuer Trust Deed. No transfer from a holder of an Individual Note Certificate shall be registered for a period of 15 days immediately preceding a Payment Date.