Common use of Duties of the Registrar Clause in Contracts

Duties of the Registrar. 11.1 The Registrar shall so long as any Certificate is outstanding: (a) maintain outside the United Kingdom a register (the "Register") of the Certificateholders which shall show: (i) the outstanding face amount of Certificates represented by the relevant Global Certificate for such Series; (ii) the outstanding face amounts and the serial numbers of any Individual Certificates; (iii) the Issue Date of the relevant Certificates; (iv) all subsequent transfers and changes of ownership of any Certificates; (v) the names, addresses and account details of the registered holders of the Global Certificates or of the holders of Individual Certificates; (vi) all payments of Periodic Distribution Amounts and Dissolution Amounts made; (vii) all cancellations of Certificates, whether because of their replacement or otherwise; and (viii) all replacements of Global Certificates or Individual Certificates (subject, where appropriate in the case of (vii), to the Registrar having been notified as provided in this Agreement); (b) effect exchanges of interests in Global Certificates for Individual Certificates in accordance with the Conditions and this Agreement, keep a record of all such exchanges and ensure that each of the Principal Paying Agent, the Trustee, the Obligor and the Delegate is notified forthwith after any such exchange; (c) make any necessary notations on Global Certificates following transfer or exchange of interests in them; (d) register all transfers of Individual Certificates; (e) receive any document in relation to or affecting the title to any Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (f) maintain proper records of the details of all documents and certifications received by itself or any Transfer Agent; (g) prepare any lists of Certificateholders as may be required by the Trustee or the Principal Paying Agent or any person authorised by any of them; (h) subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the Trustee, the Delegate or the Principal Paying Agent or any person authorised by any of them for inspection and for the taking of copies or extracts; (i) notify the Principal Paying Agent upon its request not less than seven Business Days before each Periodic Distribution Date of the names and addresses of all Certificateholders at the close of business on the relevant Record Date and the amounts of their holdings in order to enable the Principal Paying Agent to make or arrange for due payment to such holders of the relevant Periodic Distribution Amount and/or relevant Dissolution Amount; (j) comply with the proper and reasonable requests of the Trustee with respect to the maintenance of the Register and give to the Principal Paying Agent and the other Agents such information as may be reasonably required by them for the proper performance of their respective duties; (k) forthwith, and in any event within three Business Days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), issue, upon receipt by it of, or receipt by it of notification from any Transfer Agent of delivery to it of, Certificates for transfer duly dated and completed in the name of the registered holders and deliver such Certificates at its Specified Office or at the Specified Office of the relevant Transfer Agent or (at the risk of the relevant registered holders) send the relevant Certificates to such address as the registered holders may request; and (l) in the case of a partial redemption of Certificates in accordance with Condition

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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Duties of the Registrar. 11.1 The Registrar shall so long as any Certificate is outstanding: (a) maintain at its specified office outside the United Kingdom a register (the "Register") of the Certificateholders which shall show: show (i) the outstanding face amount of Certificates represented by the relevant each Global Certificate for such Series; Certificate, (ii) the outstanding face amounts and the serial numbers of any Individual definitive Certificates; , (iii) the Issue Date dates of issue of the relevant Certificates; , (iv) all subsequent transfers and changes of ownership of any Certificates; , (v) the names, addresses and account details of the registered holders of the Certificateholders holding both Global Certificates or of the holders of Individual and definitive Certificates; , (vi) all payments of Periodic Distribution Amounts and any Dissolution Amounts Amount made; , (vii) all cancellations of Certificates, whether because of their replacement or otherwise; , and (viii) all replacements of Global Certificates or Individual Certificates (subject, where appropriate in the case of (vii), to the Registrar having been notified as provided in this Agreement); (b) effect exchanges of interests in each Global Certificates Certificate for Individual definitive Certificates in accordance with the Conditions Conditions, the applicable Final Terms and this Agreement, keep a record of all such exchanges and ensure that each of the Principal Paying Agent, the Trustee, the Obligor DIB and the Delegate is notified forthwith after any such exchange; (c) make any necessary notations on register all transfers of Global Certificates following transfer or exchange of interests in themand definitive Certificates; (d) register all transfers of Individual Certificates; (e) receive any document in relation to or affecting the title to any Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (e) if appropriate, charge to the holder of a Certificate presented for transfer: (i) the costs or expenses (if any) of delivering Certificates issued on 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; (f) procure that all necessary annotations are made on the Global Certificate: (i) representing interests in such Global Certificate, and (ii) including any Periodic Distribution Amounts paid thereon; (g) maintain proper records of the details of all documents and certifications received by itself or any each Transfer Agent; (gh) prepare any all such lists of Certificateholders as may be required by the Trustee Trustee, the Delegate or the Principal Paying Agent or any person authorised by any of them; (hi) subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the Trustee, DIB, the Delegate or the Principal Paying Agent or any person authorised by any of them or the holder of any Certificate for inspection and for the taking of copies or extracts; (ij) notify the Principal Paying Agent upon its request not less than seven Business Days before each Periodic Distribution the relevant Record Date of the names and addresses of all Certificateholders at the close of business on the relevant Record Date record date and the amounts of their holdings in order to enable the Principal Paying Agent to make or arrange for due payment to such holders of the relevant Periodic Distribution Amount and/or relevant Dissolution Amountamounts due to them; (jk) comply with the proper and reasonable requests of the Trustee and, as the case may be, the Delegate with respect to the maintenance of the Register and give to the Principal Paying Agent and the other Agents such information as may be reasonably required by them for the proper performance of their respective duties;; and (kl) 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 three Business Days 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), issue, upon receipt by it of, or receipt by it of notification from any Transfer Agent of delivery to it of, issue Certificates for transfer duly dated and completed in the name of the registered holders and deliver such Certificates at its Specified Office or at the Specified Office of the relevant Transfer Agent 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. In the case of the transfer of part only of a Certificate in definitive form, a new Certificate in definitive form in respect of the balance of the Certificate not transferred will be so delivered or (at the risk of the relevant registered holderstransferor) send sent to the relevant transferor. 11.2 Notwithstanding anything to the contrary in this Agreement, in the event of a partial redemption of Certificates pursuant to such address Condition 10, the Registrar shall not be required, unless so directed by the Trustee, to register the transfer of definitive Certificates or to effect exchanges of interests in Global Certificates for definitive Certificates during a period of 30 days prior to any Certificateholder Put Option Date. 11.3 The Trustee shall, upon receipt of written request, deliver to the Registrar for the performance of its duties under this Agreement from time to time so long as any Certificates are outstanding, sufficient duly executed definitive Certificates as may be required for the registered holders may request; andperformance of the Registrar's duties. 11.4 Definitive Certificates shall be dated: (la) in the case of a partial definitive Certificate issued in exchange for an interest in a Global Certificate, or upon transfer, with the date of registration in the Register of the relevant exchange or transfer; or (b) in the case of a definitive Certificate issued to the transferor upon transfer in part of a definitive Certificate, with the same date as the date of the definitive Certificate transferred; or (c) in the case of a definitive Certificate issued pursuant to Clause 17 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed definitive Certificate in replacement of which it is issued. 11.5 The Registrar shall not be required to register the transfer of any definitive Certificate (or part of any definitive Certificate) on which any amount is due and, accordingly, may validly pay such amount to the holder of such definitive Certificate at the date such definitive Certificate is called for redemption of Certificates in accordance with Conditionas if the purported transfer had not taken place.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

Duties of the Registrar. 11.1 9.1 The Registrar shall so long as any Certificate Note is outstanding: (a) maintain outside the United Kingdom at its specified office a register (the "Register") of the Certificateholders holders of the Registered Notes which shall show: show (i) the outstanding face amount of Certificates represented by the relevant Global Certificate for such Series; (ii) the outstanding face principal amounts and the serial numbers of any Individual Certificates; the Notes, (ii) the dates of issue of all Notes, (iii) the Issue Date of the relevant Certificates; (iv) all subsequent transfers and changes of ownership of any Certificates; Notes, (viv) the names, names and addresses and account details of the registered holders of the Global Certificates or of the holders of Individual Certificates; the Notes, (v) all cancellations of Notes, and (vi) all payments of Periodic Distribution Amounts and Dissolution Amounts made; (vii) all cancellations of Certificates, whether because of their replacement or otherwise; and (viii) all replacements of Global Certificates Notes, and subject to applicable laws and regulations at all reasonable times during office hours, make such copy of the Register available to the Fiscal Agent, the Transfer Agent, the Paying Agents, the Issuer, the Guarantor, any person authorised by the Issuer or Individual Certificates (subjectthe Guarantor or any Noteholder, where appropriate for inspection. The Issuer shall cause to be kept at its registered office in the Grand Duchy of Luxembourg a register of Noteholders in accordance with the provisions of the Luxembourg law of 10 August 1915, on commercial companies, as amended (the “Luxembourg Companies Act”). In case of (vii), to discrepancies between the Register held by the Registrar having been notified as provided in this Agreement)and the register held by the Issuer at its registered office, the register held by the Issuer at its registered office shall prevail for Luxembourg law purposes; (b) effect exchanges register all transfers of interests in Global Certificates for Individual Certificates in accordance with the Conditions and this Agreement, keep a record of all such exchanges and ensure that each of the Principal Paying Agent, the Trustee, the Obligor and the Delegate is notified forthwith after any such exchangeNotes; (c) make any necessary notations on Global Certificates following transfer or exchange of interests in them; (d) register all transfers of Individual Certificates; (e) receive any document in relation to or affecting the title to any Certificates of the Notes including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (fd) maintain proper records of the details of all documents and certifications received by itself or any the Transfer Agent; (ge) prepare any all such lists of Certificateholders registered holders of the Notes as may be required by the Trustee or Issuer, the Principal Guarantor, the Fiscal Agent, the Paying Agent Agents or any person authorised by any one of them; (hf) subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the Trustee, the Delegate Issuer or the Principal Paying Agent Guarantor or any person authorised by any either of them or the registered holder of any Note for inspection and for the taking of copies or extracts; (ig) notify the Principal each Paying Agent upon its request not less than seven Business Days days before each Periodic Distribution Date due date for the payment of interest of the names and addresses of all Certificateholders registered holders of the Notes at the close of business on the relevant Record Date and the amounts of their holdings in order to enable the Principal such Paying Agent to make or arrange for due payment to such the registered holders of the relevant Periodic Distribution Amount and/or relevant Dissolution Amountamounts of interest payable in respect of the Notes or, as the case may be, the amounts required to redeem the Notes; (jh) comply with the proper and reasonable requests of the Trustee Issuer or the Guarantor with respect to the maintenance of the Register and give to the Principal Fiscal Agent, Paying Agent Agents and the other Agents Transfer Agent such information as may be reasonably required by them for the proper performance of their respective duties; (k) forthwith, and in any event within three Business Days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), issue, upon receipt by it of, or receipt by it of notification from any Transfer Agent of delivery to it of, Certificates for transfer duly dated and completed in the name of the registered holders and deliver such Certificates at its Specified Office or at the Specified Office of the relevant Transfer Agent or (at the risk of the relevant registered holders) send the relevant Certificates to such address as the registered holders may request; and (li) in accept Notes delivered to it with a request for transfer of all or part of the case Note, and shall, if appropriate, charge to the registered holder of a partial redemption Note presented for transfer the costs or expenses (if any) of Certificates delivering Notes issued on such transfer other than by regular mail. Holders of the Notes shall be responsible for payment of any stamp duty, tax or other governmental charge that may be imposed in accordance with Conditionrelation to the transfer, and for the avoidance of doubt, none of the Agents shall have any responsibility in connection therewith.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Simon Property Group L P /De/), Fiscal Agency Agreement (Simon Property Group L P /De/)

Duties of the Registrar. 11.1 The Registrar shall for so long as any Certificate is outstanding: (a) 11.1.1 maintain outside the United Kingdom and Cayman Islands a register (the "Register") of the Certificateholders which shall show: (i) the outstanding face amount of Certificates represented by the relevant Global Certificate for such each Series; (ii) the outstanding face amounts and the serial numbers of any Individual Definitive Certificates; (iii) the Issue Date of the relevant Certificates; (iv) all subsequent transfers and changes of ownership of any Certificates; (v) the names, addresses and account details of the registered holders holder of the Global Certificates Certificate or of the holders of Individual Definitive Certificates; (vi) all payments of any Periodic Distribution Amounts Amount and Dissolution Amounts Amount made; (vii) all cancellations of Certificates, pursuant to Condition 14, whether because of their replacement or otherwise; and (viii) all replacements of Global Certificates or Individual Certificates (subject, where appropriate in the case of (vii), to the Registrar having been notified as provided in this Agreement); (b) 11.1.2 effect exchanges of interests in the Global Certificates Certificate for Individual Definitive Certificates in accordance with the Conditions and this Agreement, keep a record of all such exchanges and ensure that each of the Principal Paying Agent, the TrusteeBank, the Obligor Delegate and the Delegate Trustee is notified forthwith after any such exchange; (c) make any necessary notations on Global Certificates following transfer or exchange of interests in them; (d) 11.1.3 register all transfers of Individual Global Certificates and Definitive Certificates; (e) 11.1.4 receive any document in relation to or affecting the title to any Certificates Certificates, including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; 11.1.5 if appropriate, charge to the holder of a Certificate presented for exchange or transfer: (fi) the costs or expenses (if any) of delivering 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; 11.1.6 procure that all necessary annotations are made on the Global Certificate: (i) representing interests in such Global Certificate; and (ii) including any Periodic Distribution Amounts paid thereon; 11.1.7 maintain proper records of the details of all documents and certifications received by itself or any Transfer Agent; (g) 11.1.8 prepare any all such lists of Certificateholders the registered holders of the Definitive Certificates as may be required by the Trustee or the Principal Paying Agent or any person authorised by any of them; (h) 11.1.9 subject to applicable laws and regulations regulations, at all reasonable times during office hours make the Register available to the Trustee, the Delegate or the Principal Paying Agent or any person authorised by any of them for inspection and for the taking of copies or extracts; (i) 11.1.10 notify the Principal Paying Agent upon its request not less than seven Business Days before each Periodic Distribution Date of the names and addresses of all Certificateholders the registered holders of the Definitive Certificates at the close of business on the relevant Record Date and the amounts of their holdings in order to enable the Principal Paying Agent to make or arrange for due payment to such holders of the relevant Periodic Distribution Amount and/or the relevant Dissolution Amount; 11.1.11 if the amount payable in respect of any Certificate is not paid in full when due (jotherwise than as a result of withholding or deduction for or on account of any Taxes as permitted by the Conditions) the Registrar shall make a note of the details of such shortfall in payment in the Register; 11.1.12 comply with the proper and reasonable requests of the Trustee and, as the case may be, the Delegate, with respect to the maintenance of the Register and give to the Principal Paying Agent and the other Agents such information as may be reasonably required by them for the proper performance of their respective duties;; and (k) 11.1.13 forthwith, and in any event within three Business Days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), issue, upon receipt by it of, or receipt by it of notification from any Transfer Agent of delivery to it of, Global Certificates and Definitive Certificates for transfer duly dated and completed in the name of the registered holders and deliver such Certificates at its Specified Office or at the Specified Office of the relevant Transfer Agent or (at the risk of the relevant registered holders) send the relevant Certificates to such address as the registered holders may request; and. (l) 11.2 Notwithstanding anything to the contrary in this Agreement, in the case event of a partial redemption of Certificates pursuant to either Condition 11(c), 11(d) or 11(e), the Registrar shall not be required, unless so directed by the Trustee, to register the transfer of Definitive Certificates or to effect exchanges of interests in accordance Global Certificates for Definitive Certificates during the period beginning on the date a Certificateholder Put Option Notice is deemed to be received by Certificateholders pursuant to Condition 18 and ending on the date on which any Certificates which have been elected for redemption by the relevant Certificateholders are redeemed. 11.3 The Trustee shall, upon receipt of written request, deliver to the Registrar for the performance of its duties under this Agreement from time to time so long as any Certificates are outstanding, sufficient duly executed Definitive Certificates as may be required for the performance of the Registrar's duties. 11.4 Definitive Certificates shall be dated: 11.4.1 in the case of a Definitive Certificate issued in exchange for an interest in the Global Certificate, or upon transfer, with Conditionthe date of registration in the Register of the relevant exchange or transfer; or 11.4.2 in the case of a Definitive Certificate issued to the transferor upon transfer in part of a Definitive Certificate, with the same date as the date of the Definitive Certificate transferred; or 11.4.3 in the case of a Definitive Certificate issued pursuant to Clause 17 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Definitive Certificate in replacement of which it is issued; or 11.4.4 in the case of a Definitive Certificate issued pursuant to an Exchange Event (as defined in the relevant Global Certificate), the Exchange Date (as defined in the relevant Global Certificate).

Appears in 1 contract

Samples: Agency Agreement

Duties of the Registrar. 11.1 The Registrar shall for so long as any Certificate is outstanding: (a) 11.1.1 maintain outside the United Kingdom and Cayman Islands a register (the "Register") of the Certificateholders which shall show: (i) the outstanding face amount of Certificates represented by the relevant Global Certificate for such each Series; (ii) the outstanding face amounts and the serial numbers of any Individual Definitive Certificates; (iii) the Issue Date of the relevant Certificates; (iv) all subsequent transfers and changes of ownership of any Certificates; (v) the names, addresses and account details of the registered holders holder of the Global Certificates Certificate or of the holders of Individual Definitive Certificates; (vi) all payments of any Periodic Distribution Amounts Amount and Dissolution Amounts Amount made; (vii) all cancellations of Certificates, pursuant to Condition 13, whether because of their replacement or otherwise; and (viii) all replacements of Global Certificates or Individual Certificates (subject, where appropriate in the case of (vii), to the Registrar having been notified as provided in this Agreement); (b) 11.1.2 effect exchanges of interests in the Global Certificates Certificate for Individual Definitive Certificates in accordance with the Conditions and this Agreement, keep a record of all such exchanges and ensure that each of the Principal Paying Agent, the TrusteeBank, the Obligor Delegate and the Delegate Trustee is notified forthwith after any such exchange; (c) make any necessary notations on Global Certificates following transfer or exchange of interests in them; (d) 11.1.3 register all transfers of Individual Global Certificates and Definitive Certificates; (e) 11.1.4 receive any document in relation to or affecting the title to any Certificates Certificates, including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; 11.1.5 if appropriate, charge to the holder of a Certificate presented for exchange or transfer: (fi) the costs or expenses (if any) of delivering 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; 11.1.6 procure that all necessary annotations are made on the Global Certificate: (i) representing interests in such Global Certificate; and (ii) including any Periodic Distribution Amounts paid thereon; 11.1.7 maintain proper records of the details of all documents and certifications received by itself or any Transfer Agent; (g) 11.1.8 prepare any all such lists of Certificateholders the registered holders of the Definitive Certificates as may be required by the Trustee or the Principal Paying Agent or any person authorised by any of them; (h) 11.1.9 subject to applicable laws and regulations regulations, at all reasonable times during office hours make the Register available to the Trustee, the Delegate or the Principal Paying Agent or any person authorised by any of them for inspection and for the taking of copies or extracts; (i) 11.1.10 notify the Principal Paying Agent upon its request not less than seven Business Days before each Periodic Distribution Date of the names and addresses of all Certificateholders the registered holders of the Definitive Certificates at the close of business on the relevant Record Date and the amounts of their holdings in order to enable the Principal Paying Agent to make or arrange for due payment to such holders of the relevant Periodic Distribution Amount and/or the relevant Dissolution Amount; 11.1.11 if the amount payable in respect of any Certificate is not paid in full when due (jotherwise than as a result of withholding or deduction for or on account of any Taxes as permitted by the Conditions) the Registrar shall make a note of the details of such shortfall in payment in the Register; 11.1.12 comply with the proper and reasonable requests of the Trustee and, as the case may be, the Delegate, with respect to the maintenance of the Register and give to the Principal Paying Agent and the other Agents such information as may be reasonably required by them for the proper performance of their respective duties;; and (k) 11.1.13 forthwith, and in any event within three Business Days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), issue, upon receipt by it of, or receipt by it of notification from any Transfer Agent of delivery to it of, Global Certificates and Definitive Certificates for transfer duly dated and completed in the name of the registered holders and deliver such Certificates at its Specified Office or at the Specified Office of the relevant Transfer Agent or (at the risk of the relevant registered holders) send the relevant Certificates to such address as the registered holders may request; and. (l) 11.2 Notwithstanding anything to the contrary in this Agreement, in the case event of a partial redemption of Certificates pursuant to either Condition 10(c), 10(d) or 10(e), the Registrar shall not be required, unless so directed by the Trustee, to register the transfer of Definitive Certificates or to effect exchanges of interests in accordance Global Certificates for Definitive Certificates during the period beginning on the date a Certificateholder Put Option Notice is deemed to be received by Certificateholders pursuant to Condition 17 and ending on the date on which any Certificates which have been elected for redemption by the relevant Certificateholders are redeemed. 11.3 The Trustee shall, upon receipt of written request, deliver to the Registrar for the performance of its duties under this Agreement from time to time so long as any Certificates are outstanding, sufficient duly executed Definitive Certificates as may be required for the performance of the Registrar's duties. 11.4 Definitive Certificates shall be dated: 11.4.1 in the case of a Definitive Certificate issued in exchange for an interest in the Global Certificate, or upon transfer, with Conditionthe date of registration in the Register of the relevant exchange or transfer; or 11.4.2 in the case of a Definitive Certificate issued to the transferor upon transfer in part of a Definitive Certificate, with the same date as the date of the Definitive Certificate transferred; or 11.4.3 in the case of a Definitive Certificate issued pursuant to Clause 17 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Definitive Certificate in replacement of which it is issued; or 11.4.4 in the case of a Definitive Certificate issued pursuant to an Exchange Event (as defined in the relevant Global Certificate), the Exchange Date (as defined in the relevant Global Certificate).

Appears in 1 contract

Samples: Agency Agreement

Duties of the Registrar. 11.1 The Registrar 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. 11.2 The Registrar shall for so long as any Certificate is outstanding: (a) maintain at its specified office outside the United Kingdom a register (the "Register") of the Certificateholders which shall show: show (i) the outstanding face amount of Certificates represented by the relevant each Global Certificate for such Series; Certificate, (ii) the outstanding face amounts and the serial numbers of any Individual definitive Certificates; , (iii) the Issue Date dates of issue of the relevant Certificates; , (iv) all subsequent transfers and changes of ownership of any Certificates; , (v) the names, addresses and account details of the registered holders of the Certificateholders holding both Global Certificates or of the holders of Individual Certificates; and/or definitive Certificates (if applicable), (vi) all payments of Periodic Distribution Amounts and any Dissolution Amounts Amount made; , (vii) all cancellations of Certificates, whether because of their replacement or otherwise; , and (viii) all replacements of Global Certificates or Individual Certificates (subject, where appropriate in the case of (vii), to the Registrar having been notified as provided in this Agreement); (b) effect exchanges of interests in each Global Certificates Certificate for Individual definitive Certificates in accordance with the Conditions Conditions, the applicable Final Terms and this Agreement, keep a record of all such exchanges and ensure that each of the Principal Paying Agent, the Trustee, the Obligor Dar Al-Arkan and the Delegate is notified forthwith after any such exchange; (c) make any necessary notations on register all transfers of Global Certificates following transfer or exchange of interests in themand definitive Certificates; (d) register all transfers of Individual Certificates; (e) receive any document in relation to or affecting the title to any Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (e) immediately, and in any event within three 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 laws or regulations), (i) upon receipt by it of definitive Certificates for transfer or (ii) following reduction in nominal amount of a Global Certificate on exchange into definitive 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 Certificates of a like aggregate nominal amount to the definitive Certificates transferred and, in the case of the transfer of part only of a definitive 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 Certificate in respect of the balance of the definitive Certificates not so transferred; (f) if appropriate, charge to the holder of a Certificate presented for transfer: (i) the actual costs or actual expenses (if any) of delivering Certificates issued on 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; (g) procure that all necessary annotations are made on the Global Certificate: (i) representing interests in such Global Certificate, and (ii) including any Periodic Distribution Amounts paid thereon; (h) maintain proper records of the details of all documents and certifications received by itself or any the other Transfer AgentAgents (subject to receipt of all necessary information from the other Transfer Agents); (gi) prepare any all such lists of Certificateholders as may be required by the Trustee Trustee, the Delegate or the Principal Paying Agent or any person authorised by any of them; (hj) subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the Trustee, Dar Al-Arkan, the Delegate or the Principal Paying Agent or any person authorised by any of them or the holder of any Certificate for inspection and for the taking of copies or extracts; (ik) notify the Principal Paying Agent upon its request not less than seven Business Days before each Periodic Distribution the relevant Record Date of the names and addresses of all Certificateholders at the close of business on the relevant Record Date record date and the amounts of their holdings in order to enable the Principal Paying Agent to make or arrange for due payment to such holders of the relevant Periodic Distribution Amount and/or relevant Dissolution Amountamounts due to them; (jl) comply with the proper and reasonable requests of the Trustee and, as the case may be, the Delegate with respect to the maintenance of the Register and give to the Principal Paying Agent and the other Agents such information as may be reasonably required by them for the proper performance of their respective duties; (km) comply with the terms of any duly executed form of transfer; and (n) 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 three Business Days 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), issue, upon receipt by it of, or receipt by it of notification from any Transfer Agent of delivery to it of, issue Certificates for transfer duly dated and completed in the name of the registered holders and deliver such Certificates at its Specified Office or at the Specified Office of the relevant Transfer Agent 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. In the case of the transfer of part only of a Certificate in definitive form, a new Certificate in definitive form in respect of the balance of the Certificate not transferred will be so delivered or (at the risk of the relevant registered holderstransferor) send sent to the transferor. 11.3 Notwithstanding anything to the contrary in this Agreement, in the event of a partial redemption of Certificates pursuant to Condition 11.4, Condition 11.5 or Condition 11.6, the Registrar shall not be required, unless so directed by the Trustee, to register the transfer of definitive Certificates or to effect exchanges of interests in Global Certificates for definitive Certificates during the period beginning on the date the relevant notice to the Certificateholders pursuant to Condition 11.4, Condition 11.5 or Condition 11.6 (as applicable) is deemed to be received by Certificateholders in accordance with Condition 18 and ending on the date on which any Certificates which have been elected for redemption by the relevant Certificateholders are redeemed. 11.4 The Trustee shall, upon receipt of written request, deliver to such address the Registrar for the performance of its duties under this Agreement from time to time so long as any Certificates are outstanding, sufficient duly executed definitive Certificates as may be required for the registered holders may request; andperformance of the Registrar's duties. 11.5 Definitive Certificates shall be dated on the Issue Date or: (la) in the case of a partial definitive Certificate issued in exchange for an interest in a Global Certificate, or upon transfer, with the date of registration in the Register of the relevant exchange or transfer; or (b) in the case of a definitive Certificate issued to the transferor upon transfer in part of a definitive Certificate, with the same date as the date of the definitive Certificate transferred; or (c) in the case of a definitive Certificate issued pursuant to Clause 17 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed definitive Certificate in replacement of which it is issued. 11.6 The Registrar shall not be required to register the transfer of any definitive Certificate (or part of any definitive Certificate) on which any amount is due and, accordingly, may validly pay such amount to the holder of such definitive Certificate at the date such definitive Certificate is called for redemption of Certificates in accordance with Conditionas if the purported transfer had not taken place.

Appears in 1 contract

Samples: Agency Agreement

Duties of the Registrar. 11.1 10.1 The Registrar shall so long as any Certificate Note is outstanding: (a) maintain outside the United Kingdom at its specified office a register (the "Register") of the Certificateholders holders of the Registered Notes which shall show: show (i) the outstanding face amount of Certificates represented by the relevant Global Certificate for such Series; (ii) the outstanding face principal amounts and the serial numbers of any Individual Certificates; the Notes, (ii) the dates of issue of all Notes, (iii) the Issue Date of the relevant Certificates; (iv) all subsequent transfers and changes of ownership of any Certificates; Notes, (viv) the names, names and addresses and account details of the registered holders of the Global Certificates or of the holders of Individual Certificates; the Notes, (vi) all payments of Periodic Distribution Amounts and Dissolution Amounts made; (viiv) all cancellations of CertificatesNotes, whether because of their purchase by the Issuer or any Subsidiary of the Issuer, their replacement or otherwise; , and (viiivi) all replacements of Global Certificates or Individual Certificates Notes (subject, where appropriate appropriate, in the case of (viiv), to the Registrar Rxxxxxxxx having been notified as provided in this Agreement), and subject to applicable laws and regulations at all reasonable times during office hours make such copy of the Register available to the Fiscal Agent, Transfer Agent, Paying Agent, Issuer, any person authorised by the Issuer or any Noteholder for inspection; (b) effect exchanges register all transfers of interests in Global Certificates for Individual Certificates in accordance with the Conditions and this Agreement, keep a record of all such exchanges and ensure that each of the Principal Paying Agent, the Trustee, the Obligor and the Delegate is notified forthwith after any such exchangeNotes; (c) make any necessary notations on Global Certificates following transfer or exchange of interests in them; (d) register all transfers of Individual Certificates; (e) receive any document in relation to or affecting the title to any Certificates of the Notes including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (fd) maintain proper records of the details of all documents and certifications received by itself or any the Transfer Agent; (ge) prepare any all such lists of Certificateholders holders of the Notes as may be required by the Trustee Issuer or the Principal Paying Fiscal Agent or any person authorised by any either of them; (hf) subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the Trustee, the Delegate or the Principal Paying Agent Issuer or any person authorised by it or the holder of any of them Note for inspection and for the taking of copies or extracts; (ig) notify the Principal Paying Fiscal Agent upon its request not less than seven Business Days days before each Periodic Distribution Date due date for the payment of interest of the names and addresses of all Certificateholders registered holders of the Notes at the close of business on the relevant Record Date and the amounts of their holdings in order to enable the Principal Paying Fiscal Agent to make or arrange for due payment to such the holders of the relevant Periodic Distribution Amount and/or relevant Dissolution Amountamounts of interest payable in respect of the Notes or, as the case may be, the amounts required to redeem the Notes; (jh) comply with the proper and reasonable requests of the Trustee Issuer with respect to the maintenance of the Register and give to the Principal Paying Fiscal Agent and the other Agents Transfer Agent such information as may be reasonably required by them for the proper performance of their respective duties; (ki) forthwith, and in any event within three Business Days business days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), authenticate and issue, upon receipt by it of, or receipt by it of notification from any Transfer Agent of delivery to it of, Certificates Notes for transfer transfer, duly dated and completed Notes in the name of the registered holders and deliver such Certificates the Notes at its Specified Office specified office or at the Specified Office specified office of the relevant Transfer Agent or (at the risk of the relevant registered holders) send the relevant Certificates Notes to such address as the registered holders may request; and (lj) accept Notes delivered to it with a request for transfer of all or part of the Note, and shall, if appropriate, charge to the holder of a Note presented for transfer the costs or expenses (if any) of delivering Notes issued on such transfer other than by regular mail. Holders of the Notes shall be responsible for payment of any stamp duty, tax or other governmental charge that may be imposed in relation to the transfer, and for the avoidance of doubt, none of the Agents shall have any responsibility in connection therewith. 10.2 The Issuer shall deliver to the Registrar for the performance of its duties under this Agreement from time to time so long as any Note is outstanding, sufficient duly executed Notes as may be required for the performance of the Registrar’s duties. 10.3 Notes shall be dated: (a) in the case of the Global Certificate issued on the date of closing, with that date; or (b) in the case of a partial redemption Note issued upon transfer, with the date of Certificates registration in accordance the Register of the transfer; or (c) in the case of a Note issued to the transferor upon transfer in part of a Note, with Conditionthe same date as the date of the Note transferred; or (d) in the case of a Note issued pursuant to clause 16 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Note in replacement of which it is issued.

Appears in 1 contract

Samples: Agency Agreement (Polo Ralph Lauren Corp)

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Duties of the Registrar. 11.1 The Registrar shall shall, in relation to an Issue which is or may be represented in whole or in part by Registered Bonds, so long as any Certificate Bond is outstandingOutstanding: (A) maintain a Register at its aforesaid office of the holders of the Registered Bonds which Register shall show (a) maintain outside the United Kingdom a register (the "Register") of the Certificateholders which shall show: (i) the outstanding face amount of Certificates represented by the relevant Global Certificate for such Series; (ii) the outstanding face principal amounts and the serial numbers of any Individual Certificates; such Bonds, (iiib) the Issue Date dates of the relevant Certificates; issue thereof, (ivc) all subsequent transfers and changes of ownership of any Certificates; thereof, (vd) the names, names and addresses and account details of the registered holders of the Global Certificates or of the holders of Individual Certificates; thereof, (vie) all payments of Periodic Distribution Amounts and Dissolution Amounts made; redemptions thereof, (viif) all cancellations of Certificatessuch Bonds, whether because by reason of their replacement purchase and surrender for cancellation by the Issuer, their replacement, their transfer or otherwise; , and (viiig) all replacements of Global Certificates or Individual Certificates such Bonds (subject, where appropriate in the case of (viie), (f) and (g) above, to notification thereof to the Registrar having been notified as provided in this Agreementherein); (bB) effect exchanges of interests in Global Certificates for Individual Certificates in accordance with the Conditions and this Agreement, keep a record maintain records at its aforesaid office of all such exchanges unissued and ensure that each of the Principal Paying Agent, the Trustee, the Obligor and the Delegate is notified forthwith after any such exchangeunauthenticated Registered Bonds; (c) make any necessary notations on Global Certificates following transfer or exchange of interests in them; (dC) register all transfers of Individual CertificatesRegistered Bonds; (eD) receive any document in relation to or affecting the title to any Certificates of the Registered Bonds including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (fE) maintain proper records of the details of all documents and certifications as aforesaid received by itself the Registrar or any the Transfer AgentAgent and issue Registered Bonds; (gF) prepare any all such lists of Certificateholders holders of the Registered Bonds as may be required by the Trustee or Issuer and the Principal Paying Fiscal Agent or any person authorised authorized in that behalf by any of them; (hG) subject to applicable laws and regulations at all reasonable times during office hours hours, make the Register available to the Trustee, the Delegate or the Principal Paying Agent Issuer or any person authorised authorized by the Issuer or any of them Bondholder for inspection and for the taking of copies thereof or extractsextracts therefrom; (iH) notify the Principal Paying Fiscal Agent upon its request not less than seven Business Days 7 days before each Periodic Distribution Date interest payment date or the due date for redemption of the Bonds of the names and addresses of all Certificateholders at registered holders of the close of business on the relevant Record Date Registered Bonds and the amounts of their holdings in order to enable the Principal Paying Fiscal Agent to make or arrange for due payment to such holders of the relevant Periodic Distribution Amount and/or relevant Dissolution Amountamounts of interest payable in respect of the Registered Bonds; (jI) comply with the proper and reasonable requests of the Trustee Issuer with respect to the maintenance of the Register in respect of the Registered Bonds and give to the Principal Paying Fiscal Agent and the other Agents Transfer Agent such information with respect thereto as may be reasonably required by them for the proper performance of their respective duties; (kJ) forthwith, and insert in any event within three Business Days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), issue, upon receipt by it of, or receipt by it of notification from any Transfer Agent of delivery to it of, Certificates for transfer duly dated and completed in each Registered Bond issued the name of the registered holders holder thereof and deliver such Certificates at its Specified Office or at the Specified Office of the relevant Transfer Agent or (at the risk of the relevant registered holders) send the relevant Certificates to such address as the registered holders may requestprincipal amount thereof; and (lK) in carry out such other acts as may be necessary to give effect to the case of a partial redemption of Certificates in accordance with ConditionConditions.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Quebec)

Duties of the Registrar. 11.1 10.1 The Registrar 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 The Registrar shall so long as any Certificate Registered Note is outstanding: (a) 10.2.1 maintain outside the United Kingdom a register (the "Register") of the Certificateholders holders of the Registered Notes which shall show: show (i) the outstanding face nominal amount of Certificates Notes represented by the relevant each Registered Global Certificate for such Series; Note, (ii) the outstanding face nominal amounts and the serial numbers of any Individual Certificates; the Definitive Registered Notes, (iii) the Issue Date dates of the relevant Certificates; issue of all Registered Notes, (iv) all subsequent transfers and changes of ownership of any Certificates; Registered Notes, (v) the names, names and addresses and account details of the registered holders of the Global Certificates or of the holders of Individual Certificates; the Registered Notes, (vi) all payments of Periodic Distribution Amounts and Dissolution Amounts made; (vii) all cancellations of CertificatesRegistered Notes, whether because of their purchase by the Issuer, replacement or otherwise; otherwise and (viiivii) all replacements of Global Certificates or Individual Certificates Registered Notes (subject, where appropriate appropriate, in the case of (viivi), to the Registrar having been notified as provided in this Agreement); (b) 10.2.2 effect exchanges of interests between different Registered Global Notes of the same Series, and interests in Registered Global Certificates Notes for Individual Certificates Definitive Registered Notes and vice versa, in accordance with the Conditions and this Agreement, keep a record of all such exchanges and ensure that each of the Principal Paying Agent, the Trustee, the Obligor and the Delegate Agent is notified forthwith immediately after any such exchange; (c) 10.2.3 register all transfers of Definitive Registered Notes; 10.2.4 make any necessary notations on Registered Global Certificates Notes following transfer or exchange of interests in them; (d) register all transfers of Individual Certificates; (e) 10.2.5 receive any document in relation to or affecting the title to any Certificates of the Registered Notes including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (f) maintain proper records of the details of all documents and certifications received by itself or any Transfer Agent; (g) prepare any lists of Certificateholders as may be required by the Trustee or the Principal Paying Agent or any person authorised by any of them; (h) subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the Trustee, the Delegate or the Principal Paying Agent or any person authorised by any of them for inspection and for the taking of copies or extracts; (i) notify the Principal Paying Agent upon its request not less than seven Business Days before each Periodic Distribution Date of the names and addresses of all Certificateholders at the close of business on the relevant Record Date and the amounts of their holdings in order to enable the Principal Paying Agent to make or arrange for due payment to such holders of the relevant Periodic Distribution Amount and/or relevant Dissolution Amount; (j) comply with the proper and reasonable requests of the Trustee with respect to the maintenance of the Register and give to the Principal Paying Agent and the other Agents such information as may be reasonably required by them for the proper performance of their respective duties; (k) forthwith10.2.6 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), issue, (i) upon receipt by it ofof Definitive Registered Notes for transfer (together with any certifications required by it) or (ii) following the endorsement of a reduction in nominal amount of a Registered 10.2.7 if appropriate, charge to the holder of a Registered Note presented for exchange or transfer (i) the costs 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; 10.2.8 maintain proper records of the details of all documents and certifications received by itself or any other Transfer Agent (subject to receipt of all necessary information from the other Transfer Agents); 10.2.9 prepare any lists of holders of the Registered Notes required by the Issuer or the Principal Paying Agent or any person authorised by either of them; 10.2.10 subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the Issuer or any person authorised by it or the holder of notification from any Transfer Agent Registered Note for inspection and for the taking of delivery to it of, Certificates for transfer duly dated and completed in copies or extracts; 10.2.11 comply with the name reasonable requests of the registered holders and deliver such Certificates at its Specified Office or at Issuer with respect to the Specified Office maintenance of the relevant Transfer Agent or (at Register and give to the risk other Agents any information reasonably required by them for the proper performance of the relevant registered holders) send the relevant Certificates to such address as the registered holders may requesttheir duties; and 10.2.12 comply with the terms of any Transfer Notices. 10.3 Notwithstanding anything to the contrary in this Agreement, in the event of a partial redemption of Notes under Condition 6, the Registrar shall not be required, unless so directed by the Issuer, (la) to register the transfer of Definitive Registered Notes (or parts of Definitive Registered Notes) or to effect exchanges of interests in Registered Global Notes for Definitive Registered Notes or vice versa during the period beginning on the 65th day before the date of the partial redemption and ending on the day on which notice is given specifying the serial numbers of Notes called (in whole or in part) for redemption (both inclusive) or (b) to register the transfer of any Registered Note (or part of a Registered Note) called for partial redemption. 10.4 Registered Notes shall be dated: 10.4.1 in the case of a partial redemption Registered Note issued on the Issue Date, the Issue Date; or 10.4.2 in the case of Certificates a Definitive Registered Note issued in accordance exchange for an interest in a Registered Global Note, or upon transfer, with Conditionthe date of registration in the Register of the exchange or transfer; or 10.4.3 in the case of a Definitive Registered Note issued to the transferor upon transfer in part of a Registered Note, with the same date as the date of the Registered Note transferred; or 10.4.4 in the case of a Definitive Registered Note issued under Condition 10, with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Registered Note in replacement of which it is issued.

Appears in 1 contract

Samples: Agency Agreement

Duties of the Registrar. 11.1 The Registrar shall so long as any Certificate is outstanding:outstanding:‌ (a) maintain outside the United Kingdom a register (the "Register") of the Certificateholders which shall show: (i) the outstanding face amount of Certificates represented by the relevant Global Certificate for such Series; (ii) the outstanding face amounts and the serial numbers of any Individual Certificates; (iii) the Issue Date of the relevant Certificates; (iv) all subsequent transfers and changes of ownership of any Certificates; (v) the names, addresses and account details of the registered holders of the Global Certificates or of the holders of Individual Certificates; (vi) all payments of Periodic Distribution Amounts and Dissolution Amounts made; (vii) all cancellations of Certificates, whether because of their replacement or otherwise; and (viii) all replacements of Global Certificates or Individual Certificates (subject, where appropriate in the case of (vii), to the Registrar having been notified as provided in this Agreement); (b) effect exchanges of interests in Global Certificates for Individual Certificates in accordance with the Conditions and this Agreement, keep a record of all such exchanges and ensure that each of the Principal Paying Agent, the Trustee, the Obligor and the Delegate is notified forthwith after any such exchange; (c) make any necessary notations on Global Certificates following transfer or exchange of interests in them; (d) register all transfers of Individual Certificates; (e) receive any document in relation to or affecting the title to any Certificates including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (f) maintain proper records of the details of all documents and certifications received by itself or any Transfer Agent; (g) prepare any lists of Certificateholders as may be required by the Trustee or the Principal Paying Agent or any person authorised by any of them; (h) subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the Trustee, the Delegate or the Principal Paying Agent or any person authorised by any of them for inspection and for the taking of copies or extracts; (i) notify the Principal Paying Agent upon its request not less than seven Business Days before each Periodic Distribution Date of the names and addresses of all Certificateholders at the close of business on the relevant Record Date and the amounts of their holdings in order to enable the Principal Paying Agent to make or arrange for due payment to such holders of the relevant Periodic Distribution Amount and/or relevant Dissolution Amount; (j) comply with the proper and reasonable requests of the Trustee with respect to the maintenance of the Register and give to the Principal Paying Agent and the other Agents such information as may be reasonably required by them for the proper performance of their respective duties; (k) forthwith, and in any event within three Business Days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), issue, upon receipt by it of, or receipt by it of notification from any Transfer Agent of delivery to it of, Certificates for transfer duly dated and completed in the name of the registered holders and deliver such Certificates at its Specified Office or at the Specified Office of the relevant Transfer Agent or (at the risk of the relevant registered holders) send the relevant Certificates to such address as the registered holders may request; and (l) in the case of a partial redemption of Certificates in accordance with Condition 11.2 The Trustee shall, upon receipt of written request, deliver to the Registrar for the performance of its duties under this Agreement from time to time so long as any Certificates are outstanding, sufficient duly executed Individual Certificates as may be required for the performance of the Registrar's duties. 11.3 Individual Certificates shall be dated: (a) in the case of an Individual Certificate issued in exchange for an interest in a Global Certificate, or upon transfer, with the date of registration in the Register of the relevant exchange or transfer; or (b) in the case of an Individual Certificate issued to the transferor upon transfer in part of an Individual Certificate, with the same date as the date of the Individual Certificate transferred; or (c) in the case of an Individual Certificate issued pursuant to Condition 17 (Replacement of Individual Certificates) with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Individual Certificate in replacement of which it is issued.

Appears in 1 contract

Samples: Agency Agreement

Duties of the Registrar. 11.1 10.1 The Registrar shall so long as any Certificate Capital Security is outstanding: (a) maintain outside the United Kingdom a register (the "Register") of the Certificateholders holders of the Capital Securities which shall show: (i) the outstanding face amount of Certificates represented by the relevant Global Certificate for such Series; (ii) the outstanding face principal amounts and the serial numbers of any Individual Certificatesthe Capital Securities; (ii) the dates of issue of all Capital Securities; (iii) the Issue Date of the relevant Certificates; (iv) all subsequent transfers and changes of ownership of any CertificatesCapital Securities; (iv) the names and addresses of the holders of the Capital Securities; (v) all cancellations of Capital Securities, whether because of their purchase by the names, addresses and account details Issuer or any Subsidiary of the registered holders of the Global Certificates Issuer, their replacement or of the holders of Individual Certificatesotherwise; (vi) all payments of Periodic Distribution Amounts and Dissolution Amounts made; (vii) all cancellations of Certificates, whether because of their replacement or otherwise; and (viii) all replacements of Global Certificates or Individual Certificates Capital Securities (subject, where appropriate appropriate, in the case of (viiv), to the Registrar having been notified as provided in this Agreement); and (vii) details of any Write-down upon the occurrence of a Non-Viability Event; (b) effect exchanges register all transfers of interests in Global Certificates for Individual Certificates in accordance with the Conditions and this Agreement, keep a record of all such exchanges and ensure that each of the Principal Paying Agent, the Trustee, the Obligor and the Delegate is notified forthwith after any such exchangeCapital Securities; (c) make any necessary notations on Global Certificates following transfer or exchange of interests in them; (d) register all transfers of Individual Certificates; (e) receive any document expressly provided to it in relation to or affecting the title to any Certificates of the Capital Securities including all forms of transfer, forms of exchange, probates, letters of administration and powers of attorney; (fd) maintain proper records of the details of all documents and certifications received by itself or any the Transfer Agent; (ge) prepare any all such lists of Certificateholders holders of the Capital Securities as may be required by the Trustee Issuer or the Principal Paying Fiscal Agent or any person authorised by any either of them; (hf) subject to applicable laws and regulations at all reasonable times during office hours make the Register available to the Trustee, the Delegate or the Principal Paying Agent Issuer or any person authorised by it or the holder of any of them Capital Security for inspection and for the taking of copies or extracts; (ig) notify the Principal Paying Fiscal Agent upon its request not less than seven Business Days days before each Periodic Distribution Date due date for the payment of principal and/or interest of the names and addresses of all Certificateholders registered holders of the Capital Securities at the close of business on the relevant Record Date record date and the amounts of their holdings in order to enable the Principal Paying Fiscal Agent to make or arrange for due payment to such the holders of the relevant Periodic Distribution Amount amounts of interest and/or relevant Dissolution Amountprincipal payable in respect of the Capital Securities or, as the case may be, the amounts required to redeem the Capital Securities; (jh) comply with the proper and reasonable requests of the Trustee Issuer with respect to the maintenance of the Register and give to the Principal Paying Fiscal Agent and the other Agents Transfer Agent such information as may be reasonably required by them for the proper performance of their respective duties; (ki) forthwith, as soon as reasonably practicable and in any event within three Business Days business days of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other regulations), issue, upon receipt by it of, or receipt by it of notification from any Transfer Agent of delivery to it of, Certificates Capital Securities for transfer transfer, duly dated and completed Capital Securities in the name of the registered holders and deliver such Certificates the Capital Securities at its Specified Office specified office or at the Specified Office specified office of the relevant Transfer Agent or (at the risk of the relevant registered holders) send the relevant Certificates Capital Securities to such address as the registered holders may request; and (lj) accept Capital Securities delivered to it with a request for transfer of all or part of the Capital Security, and shall, if appropriate, charge to the holder of a Capital Security presented for transfer the costs or expenses (if any) of delivering Capital Securities issued on such transfer other than by regular mail. Holders of the Capital Securities shall be responsible for payment of any stamp duty, tax or other governmental charge that may be imposed in relation to the transfer and, for the avoidance of doubt, none of the Agents shall have any responsibility in connection therewith. 10.2 The Issuer shall deliver to the Registrar for the performance of its duties under this Agreement from time to time so long as any Capital Security is outstanding, sufficient duly executed Individual Certificates as may be required for the performance of the Registrar's duties. 10.3 Capital Securities shall be dated: (a) in the case of the Global Certificate issued on the date of closing, with that date; or (b) in the case of a partial redemption Capital Security issued upon transfer, with the date of Certificates registration in accordance the Register of the transfer; or (c) in the case of a Capital Security issued to the transferor upon transfer in part of a Capital Security, with Conditionthe same date as the date of the Capital Security transferred; or (d) in the case of a Capital Security issued pursuant to Clause 16 with the same date as the date of the lost, stolen, mutilated, defaced or destroyed Capital Security in replacement of which it is issued.

Appears in 1 contract

Samples: Agency Agreement

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