Common use of THE REGISTRAR AND THE Clause in Contracts

THE REGISTRAR AND THE. REGISTER‌ 3.1 The Registrar will, in accordance with this Agreement, the forms of the Global Note set out in Schedule 1 (Form of Global Notes representing Class A Notes) and Schedule 2 (Form of Global Notes representing Class B Notes) of this Agreement and the Conditions, deliver or cause to be delivered the Global Note representing the Class A Notes issued under the NSS to the Common Safekeeper and the Global Note representing the Class B Notes to the common depositary for Clearstream Luxembourg and Euroclear and the Registrar will enter the names and addresses of the respective registered holders of such Global Notes (being, in the case of the Global Note representing the Class A Notes issued under the NSS, a nominee of the relevant ICSD and, in the case of the Global Note representing the Class B Notes, a nominee of the common depositary for Clearstream Luxembourg and Euroclear) in the Register. 3.2 The Registrar will establish and maintain the Register at its specified office or at such other place as the Security Trustee may approve, in accordance with the Conditions, provided that such place will at all times be outside the United Kingdom. 3.3 The Register will show the principal amount outstanding from time to time of each Series and class of Notes, the ISINs and Common Codes assigned to the Global Notes and the respective dates of issue and all subsequent payments (of interest and principal), repayments, redemptions and cancellations of each Global Note and the names and addresses of the initial holders of each Global Note (being, in the case of the Class A Notes and the respective Global Note issued to be held under the NSS, a nominee of the relevant ICSD and, in the case of the Class B Notes and the respective Global Note, a nominee of the common depositary for Clearstream Luxembourg and Euroclear) and the dates of all transfers and changes of ownership of each Global Note and the names and addresses of all subsequent holders of such Global Note. In respect of the Global Note representing the Class A Notes issued to be held under the NSS, the Registrar will reconcile its records with the records of the ICSD on each Payment Date. 3.4 In respect of the Global Note representing the Class A Notes and issued to be held under the NSS, the Paying Agent undertakes to the Issuer that it will, in connection with the issue of such Global Note, perform the obligations which are stated to be performed by it in Schedule 3 (Global Notes representing Class A Notes – Agents' responsibilities). Each of the Agents (other than the Paying Agent) agrees that if any information that is required by the Paying Agent to perform the obligations set out in Schedule 3 (Global Notes representing Class A Notes – Agents' responsibilities) becomes known to it, it will promptly provide such information to the Paying Agent. 3.5 The Registrar will make the Register available to the Issuer, the Corporate Services Provider, the Servicer, the Security Trustee, the other Agents, the Noteholders or any person authorised by any of them at all reasonable times during its office hours for their inspection and for the taking of copies or extracts and the Registrar will deliver to such persons all such lists of Noteholders, their addresses and holdings as they may request. 3.6 The Registrar will: (a) receive any document relating to or affecting the title to any Notes including all letters of administration and powers of attorney and maintain proper records of the details of all documents received; (b) prepare all such lists of the Noteholders as may be required by the Issuer, the Corporate Services Provider, the Servicer, the other Agents or the Security Trustee or any person authorised by any of them; (c) comply with reasonable requests of the Issuer in respect of the maintenance of the Register and provide the Paying Agent with such information relating to the Notes as it may reasonably require for the performance of its obligations; and (d) carry out such other acts as may reasonably be necessary to give effect to the Conditions, this Agreement and the Trust Agreement in respect of the Register of the Notes. 3.7 The Registrar will, upon request, as soon as practicable after the redemption or repayment of any Notes send to the Issuer and the Security Trustee a certificate signed by an authorised officer stating: (a) the aggregate principal amount of the Notes so redeemed or repaid (separately identified by the Class A Notes and the Class B Notes); and (b) the outstanding principal amount of each Class following such redemption or repayment and any cancellation of any Notes following such redemption or repayment.

THE REGISTRAR AND THE. REGISTER‌REGISTER 3.1 The Registrar will, in accordance with this Agreement, the forms of the Global Note set out in Schedule 1 (Form of Global Notes representing Class A Notes) and Schedule 2 (Form of Global Notes representing Class B Notes) of this Agreement and the Conditions, deliver or cause to be delivered the Global Note representing the Class A Notes issued under the NSS to the Common Safekeeper and the Global Note representing the Class B Notes to the common depositary for Clearstream Luxembourg and Euroclear and the Registrar will enter the names and addresses of the respective registered holders of such Global Notes (being, in the case of the Global Note representing the Class A Notes issued under the NSS, a nominee of the relevant ICSD and, in the case of the Global Note representing the Class B Notes, a nominee of the common depositary for Clearstream Luxembourg and Euroclear) in the Register. 3.2 The Registrar will establish and maintain the Register at its specified office or at such other place as the Security Trustee may approve, in accordance with the Conditions, provided that such place will at all times be outside the United Kingdom. The Registrar will send a certified copy of the Register to the registered office of the Issuer immediately after any change of Noteholders, and the Issuer shall sign and keep at its registered office at any time such certified copy. According to Luxembourg law, the register kept at the registered office of the Issuer prevails in order to determine the legal owner of the Notes. 3.3 The Register will show the principal amount outstanding from time to time of each Series and class of NotesNote, the ISINs and Common Codes assigned to the Global Notes and the respective dates of issue and all subsequent payments (of interest and principal), repayments, redemptions and cancellations of each Global Note and the names and addresses of the initial holders of each Global Note (being, in the case of the Class A Notes and the respective Global Note issued to be held under the NSS, a nominee of the relevant ICSD and, in the case of the Class B Notes and the respective Global Note, a nominee of the common depositary for Clearstream Luxembourg and Euroclear) and the dates of all transfers and changes of ownership of each Global Note and the names and addresses of all subsequent holders of such Global Note. In respect of the Global Note representing the Class A Notes issued to be held under the NSS, the Registrar will reconcile its records with the records of the ICSD on each Payment Date. 3.4 In respect of the Global Note representing the Class A Notes and issued to be held under the NSS, the Paying Agent undertakes to the Issuer that it will, in connection with the issue of such Global Note, perform the obligations which are stated to be performed by it in Schedule 3 (Global Notes representing Class A Notes – Agents' responsibilities). Each of the Agents (other than the Paying Agent) agrees that if any information that is required by the Paying Agent to perform the obligations set out in Schedule 3 (Global Notes representing Class A Notes – Agents' responsibilities) becomes known to it, it will promptly provide such information to the Paying Agent. 3.5 The Registrar will make the Register available to the Issuer, the Corporate Services Provider, the Servicer, the Security Trustee, the other Agents, the Noteholders or any person authorised by any of them at all reasonable times during its office hours for their inspection and for the taking of copies or extracts and the Registrar will deliver to such persons all such lists of Noteholders, their addresses and holdings as they may request. 3.6 The Registrar will: (a) receive any document relating to or affecting the title to any Notes including all letters of administration and powers of attorney and maintain proper records of the details of all documents received; (b) prepare all such lists of the Noteholders as may be required by the Issuer, the Corporate Services Provider, the Servicer, the other Agents or the Security Trustee or any person authorised by any of them; (c) comply with reasonable requests of the Issuer in respect of the maintenance of the Register and provide the Paying Agent with such information relating to the Notes as it may reasonably require for the performance of its obligations; and (d) carry out such other acts as may reasonably be necessary to give effect to the Conditions, this Agreement and the Trust Agreement in respect of the Register of the Notes. 3.7 The Registrar will, upon request, as soon as practicable after the redemption or repayment of any Notes send to the Issuer and the Security Trustee a certificate signed by an authorised officer stating: (a) the aggregate principal amount of the Notes so redeemed or repaid (separately identified by the Class A Notes and the Class B Notes); and (b) the outstanding principal amount of each Class following such redemption or repayment and any cancellation of any Notes following such redemption or repayment.

THE REGISTRAR AND THE. REGISTER‌REGISTER 3.1 The Registrar will, in accordance with this Agreement, the forms of the Global Note set out in Schedule 1 (Form of Global Notes representing Class A Notes) and Schedule 2 (Form of Global Notes representing Class B Notes) of this Agreement and the Conditions, deliver or cause to be delivered the Global Note representing the Class A Notes issued under the NSS to the Common Safekeeper and the Global Note representing the Class B Notes to the common depositary depository for Clearstream Luxembourg and Euroclear and the Registrar will enter the names and addresses of the respective registered holders of such Global Notes (being, in the case of the Global Note representing the Class A Notes issued under the NSS, a nominee of the relevant ICSD and, in the case of the Global Note representing the Class B Notes, a nominee of the common depositary depository for Clearstream Luxembourg and Euroclear) in the Register. 3.2 The Registrar will shall establish and maintain the Register at its specified office or at such other place as the Security Trustee may approve, approve in accordance with the Conditions, provided that such place will at all times be outside of the United Kingdom. Articles 470-1 and 470-2 of the Luxembourg Companies Law are excluded. 3.3 The Register will shall show the principal amount outstanding from time to time of each Series and class of Notes, the ISINs ISIN numbers and Common Codes assigned to the Global relevant Series and class of Notes and the respective dates of issue and all subsequent payments (of interest and principal), repayments, redemptions and cancellations of each Global Note and the names and addresses of the initial holders of each Global Note (being, in the case of the Class A relevant Series of Notes and the respective Global Note issued to be held under the NSS, a nominee of the relevant ICSD and, in the case for all other Series of the Class B Notes and the respective Global Note, a nominee of the common depositary depository for Clearstream Luxembourg and Euroclear) and the dates of all transfers and changes of ownership of each Global Note Series of Notes and the names and addresses of all subsequent holders of such Global Note. In respect of the a Global Note representing the Class A Notes issued to be held under the NSS, the Registrar will reconcile its records with the records of the ICSD on each Payment Date. 3.4 In respect of the Global Note representing the Class A relevant Series of Notes and issued to be held under the NSS, the Paying Agent Registrar undertakes to the Issuer that it the Registrar will, in connection with the issue of such Global Note, perform the obligations which are stated state to be performed by it in Schedule 3 2 (Global Notes representing Class A Notes – Agents' Agents responsibilities). Each of the Agents (other than the Paying AgentRegistrar) agrees that if any information that is required by the Paying Agent Registrar to perform the obligations as set out in Schedule 3 2 (Global Notes representing Class A Notes – Agents' Agents responsibilities) becomes known to itsuch Agent, it will promptly provide such information to the Paying AgentRegistrar. 3.5 The Registrar will make the Register available to the Issuer, the Corporate Services Provider, the Servicer, the Security Trustee, the other Agents, the Noteholders or any person authorised by any of them at all reasonable times during its office hours for their inspection and for the taking of copies or extracts extracts, and the Registrar will deliver to such persons all such lists of Noteholders, their addresses and holdings as they may request. 3.6 The Registrar willshall: (a) receive any document relating to or affecting the title to any Notes Notes, including all letters of administration and powers of attorney and maintain shall keep proper records of the details of all documents received; (b) prepare all such lists of the Noteholders as may be required by the Issuer, the Corporate Services Provider, the Servicer, the other Agents or the Security Trustee or any person authorised by any of them; (c) comply with reasonable requests request of the Issuer in respect of the maintenance of the Register and provide the Principal Paying Agent with such information relating to the Notes as it the Principal Paying Agent may reasonably require for the performance of its obligations; and (d) carry out such other acts as may reasonably be necessary to give effect to the Conditions, this Agreement and the Trust Agreement in respect of the Register of the Notes. 3.7 The Registrar willshall, upon request, as soon as practicable after the redemption or repayment repayments of any Notes send to the Issuer and the Security Trustee a certificate confirmation signed by an authorised officer stating: (a) the aggregate principal amount of the Notes so redeemed or repaid (separately identified by the Class A Notes and the Class B Notes)paid; and (b) the outstanding principal amount of each Class of Notes following such redemption or repayment and any cancellation of any Notes following such redemption or of repayment.

THE REGISTRAR AND THE. REGISTER‌REGISTER 3.1 The Registrar will, in accordance with this Agreement, the forms of the Global Note set out in Schedule 1 (Form of Global Notes representing Class A Notes) and Schedule 2 (Form of Global Notes representing Class B Notes) of this Agreement and the Conditions, deliver or cause to be delivered the Global Note representing the Class A Notes issued under the NSS to the Common Safekeeper and the Global Note representing the Class B Notes to the common depositary for Clearstream Luxembourg and Euroclear and the Registrar will enter the names and addresses of the respective registered holders of such Global Notes (being, in the case of the Global Note representing the Class A Notes issued under the NSS, a nominee of the relevant ICSD and, in the case of the Global Note representing the Class B Notes, a nominee of the common depositary for Clearstream Luxembourg and Euroclear) in the Register. 3.2 The Registrar will establish and maintain the Register at its specified office or at such other place as the Security Trustee may approve, in accordance with the Conditions, provided that such place will at all times be outside the United Kingdom. Articles 470-1 and 470-2 of the Luxemburg Companies Law are excluded. 3.3 The Register will show the principal amount outstanding from time to time of each Series and class of NotesNote, the ISINs and Common Codes assigned to the Global Notes and the respective dates of issue and all subsequent payments (of interest and principal), repayments, redemptions and cancellations of each Global Note and the names and addresses of the initial holders of each Global Note (being, in the case of the Class A Notes and the respective Global Note issued to be held under the NSS, a nominee of the relevant ICSD and, in the case of the Class B Notes and the respective Global Note, a nominee of the common depositary for Clearstream Luxembourg and Euroclear) and the dates of all transfers and changes of ownership of each Global Note and the names and addresses of all subsequent holders of such Global Note. In respect of the Global Note representing the Class A Notes issued to be held under the NSS, the Registrar will reconcile its records with the records of the ICSD on each Payment Date. 3.4 In respect of the Global Note representing the Class A Notes and issued to be held under the NSS, the Paying Agent undertakes to the Issuer that it will, in connection with the issue of such Global Note, perform the obligations which are stated to be performed by it in Schedule 3 (Global Notes representing Class A Notes – Agents' responsibilities). Each of the Agents (other than the Paying Agent) agrees that if any information that is required by the Paying Agent to perform the obligations set out in Schedule 3 (Global Notes representing Class A Notes – Agents' responsibilities) becomes known to it, it will promptly provide such information to the Paying Agent. 3.5 The Registrar will make the Register available to the Issuer, the Corporate Services Provider, the Servicer, the Security Trustee, the other Agents, the Noteholders or any person authorised by any of them at all reasonable times during its office hours for their inspection and for the taking of copies or extracts and the Registrar will deliver to such persons all such lists of Noteholders, their addresses and holdings as they may request. 3.6 The Registrar will: (a) receive any document relating to or affecting the title to any Notes including all letters of administration and powers of attorney and maintain proper records of the details of all documents received; (b) prepare all such lists of the Noteholders as may be required by the Issuer, the Corporate Services Provider, the Servicer, the other Agents or the Security Trustee or any person authorised by any of them; (c) comply with reasonable requests of the Issuer in respect of the maintenance of the Register and provide the Paying Agent with such information relating to the Notes as it may reasonably require for the performance of its obligations; and (d) carry out such other acts as may reasonably be necessary to give effect to the Conditions, this Agreement and the Trust Agreement in respect of the Register of the Notes. 3.7 The Registrar will, upon request, as soon as practicable after the redemption or repayment of any Notes send to the Issuer and the Security Trustee a certificate signed by an authorised officer stating: (a) the aggregate principal amount of the Notes so redeemed or repaid (separately identified by the Class A Notes and the Class B Notes); and (b) the outstanding principal amount of each Class following such redemption or repayment and any cancellation of any Notes following such redemption or repayment.