Common use of Duties of the Transfer Agent Clause in Contracts

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

Duties of the Transfer Agent. 12.1 10.1 The Transfer Agent 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. 12.2 10.2 The Transfer Agent shall: (a) accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate and/or IAI Investment Letter for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and IAI Investment Letters and make such forms available on demand to holders of the Notes; (c) as soon as reasonably practicableimmediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations): ), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificate); Certificate and/or IAI Investment Letter) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note for exchange into Definitive Registered Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Registered Notes of a like aggregate nominal amount to the Definitive Registered Notes transferred and, in the case of the transfer of part only of a Definitive Registered Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Registered Note in respect of the balance of the Definitive Registered Notes not so transferred; (d) 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; mail and (ii) a sum sufficient to cover any stamp duty, Tax tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (e) at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

Duties of the Transfer Agent. 12.1 13.1 The Transfer Agent shall perform the such duties as are set out herein and in this Agreement the Master Trust Deed, the Supplemental Trust Deed(s) in respect of each Series of Trust Certificates and the Conditions and, in performing those duties, shall act in accordance with the Master Trust Deed, such Supplemental Trust Deed and the Conditions and the provisions of this Agreement. 12.2 The 13.2 In respect of each Series of Trust Certificates, the Transfer Agent shall: (a) accept Notes Individual Trust Certificates delivered to it, it with the form of transfer on them thereon duly executed, together with, as applicable, any Transfer Certificate executed for the transfer or exchange of all or part of the Note Individual Trust Certificate in accordance with the Conditions, Conditions and shall, in each case, give to the Registrar within one Business Day all relevant details required by itto enable it to effect the relevant transfer and issue Individual Trust Certificates in accordance with each request; (b) keep a stock if appropriate, charge to the holder of an Individual Trust Certificate presented for transfer: (i) the costs or expenses (if any) of the forms of Transfer Registrar in delivering Individual Trust Certificates and make issued on such forms available on demand transfer other than by regular mail; and (ii) a sum sufficient to holders of cover any stamp duty, tax or other governmental charge that may be imposed in relation to the Notestransfer and, in each case, account to the Registrar for such charges; (c) as soon as reasonably practicableforthwith, and in any event within three Business Days five business days (for this purpose being days when banks are open for business in the city in which the specified office of the Registrar Transfer Agent is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations): ): (i) upon receipt by it of Definitive Notes Individual Trust Certificates for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificateit); or or (ii) following subsequent to the endorsement of a reduction in the nominal outstanding principal amount of a Global Note Trust Certificate for exchange into Definitive NotesIndividual Trust Certificates, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the such address requested by as the transferee may request duly dated and completed Definitive Notes Individual Trust Certificates of a like aggregate nominal principal amount to the Definitive Notes Individual Trust Certificates transferred and, in the case of the transfer of part only of a Definitive Notean Individual Trust Certificate, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the such address requested by as the transferor may request a duly dated and completed Definitive Note Individual Trust Certificate in respect of the balance of the Definitive Notes Individual Trust Certificates not so transferred; (d) if appropriate, charge to the holder of a Note an Individual Trust Certificate presented for exchange or transfer: : (i) the costs or expenses (if any) of delivering Notes Individual Trust Certificates issued on such exchange or transfer other than by regular uninsured mail; and and (ii) a sum sufficient to cover any stamp duty, Tax tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those chargesregistration; and (e) at comply with the request terms of any Paying Agent deliver new Notes to be issued on partial redemptions of a Noteproperly completed transfer request.

Duties of the Transfer Agent. 12.1 The Transfer Agent shall perform the such duties as are set out herein and in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and the provisions of this Agreement. 12.2 The Transfer Agent shall: (a) accept the Notes delivered to it, it with the form of transfer on them thereon duly executed, together with, as applicable, any Transfer Certificate completed and signed for the transfer or exchange of all or part of the Note such Notes in accordance with the Conditions, Conditions and shall, in each case, give to the Registrar within one Business Day all relevant details required by itto enable it to effect the relevant transfer or exchange in respect of the relevant Notes in accordance with each request; (b) keep if appropriate, charge to the holder of a stock Definitive Note presented for transfer (i) the costs or expenses (if any) of the forms of Transfer Certificates Registrar in delivering the Definitive Note issued on such transfer other than by regular mail and make (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the transfer and, in each case, account to the Registrar for such forms available on demand to holders of the Notescharges; (c) subject to payment of (or the giving of such indemnity as soon as the Issuer, the Registrar or Transfer Agent may reasonably practicablerequire 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 five Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations): (i) ), upon receipt by it of Definitive Notes for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificate); or (ii) following the endorsement of a reduction in the nominal amount of a Global Note for exchange into deliver such Definitive Notes, authenticate and deliver Notes at its specified office to Specified Office or mail the transferee or (relevant Definitive Notes by uninsured mail at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Notes of a like aggregate nominal amount holder entitled to the Definitive Notes transferred and, in the case of the transfer of part only of a Definitive Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by specified in the transferor a duly dated and completed Definitive Note in respect form of the balance of the Definitive Notes not so transferred;transfer; and (d) if appropriate, charge to comply with the holder of a Note presented for exchange or transfer: (i) the costs or expenses (if any) of delivering Notes issued on exchange or transfer other than by regular uninsured mail; and (ii) a sum sufficient to cover any stamp duty, Tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (e) at the request terms of any Paying properly completed transfer request. 12.3 The Transfer Agent deliver new Notes agrees to be issued on partial redemptions of a Notecomply with the Note Transfer Regulations as amended from time to time.

Duties of the Transfer Agent. 12.1 10.1 The Transfer Agent shall perform the such duties as are set out herein and in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and the provisions of this Agreement. 12.2 The 10.2 Each Transfer Agent shall: (a) subject to compliance with Clause 9.3, accept Certificates issued in respect of Notes delivered to it, it with the form of transfer on them thereon duly executed, together with, as applicable, any Transfer Certificate completed and signed for the transfer or exchange of all or part of the Note such Notes in accordance with the Conditions, Conditions and shall, in each case, give to the Registrar within one business day (for the purposes of this Clause 10.2, as defined in Condition 2.2) all relevant details required by itto enable it to effect the relevant transfer and issue Certificates in respect of the relevant Notes in accordance with each request; (b) keep if appropriate, charge to the holder of a stock Certificate presented for transfer (i) the costs or expenses (if any) of the forms of Transfer Registrar in delivering Certificates issued on such transfer other than by regular mail and make (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the transfer and, in each case, account to the Registrar for such forms available on demand to holders of the Notescharges; (c) subject to compliance with Clause 9.3, and payment of (or the giving of such indemnity as the Issuer, the Registrar or such Transfer Agent may reasonably require in respect of) any stamp duty, tax or other governmental charges which may be imposed in relation to such transfer as soon as reasonably practicable, and in any event within three Business Days (being five business days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations): (i) ), upon receipt by it of Definitive Notes Certificates for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificate); or (ii) following the endorsement of a reduction in the nominal amount of a Global Note for exchange into Definitive Notes, authenticate and deliver such Certificates at its specified office to Specified Office or mail the transferee or (relevant Certificates by uninsured mail at the risk of the transferee) send holder entitled to the Certificates to the address requested by the transferee duly dated and completed Definitive Notes of a like aggregate nominal amount to the Definitive Notes transferred and, specified in the case form of the transfer of part only of a Definitive Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Note in respect of the balance of the Definitive Notes not so transferred;transfer; and (d) if appropriate, charge to comply with the holder of a Note presented for exchange or transfer: (i) the costs or expenses (if any) of delivering Notes issued on exchange or transfer other than by regular uninsured mail; and (ii) a sum sufficient to cover any stamp duty, Tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (e) at the request terms of any Paying Agent deliver new Notes to be issued on partial redemptions of a Noteproperly completed transfer request.

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

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

Duties of the Transfer Agent. 12.1 10.1 The Transfer Agent shall perform the such duties as are set out herein and in this Agreement and the Conditions and, in performing those duties, shall act in accordance with the Conditions and the provisions of this Agreement. 12.2 The 10.2 Each Transfer Agent shall:shall:‌ (a) subject to compliance with Clause 9.3, accept Certificates issued in respect of Notes delivered to it, it with the form of transfer on them thereon duly executed, together with, as applicable, any Transfer Certificate completed and signed for the transfer or exchange of all or part of the Note such Notes in accordance with the Conditions, Conditions and shall, in each case, give to the Registrar within one business day (for the purposes of this Clause 10.2, as defined in Condition 2.2) all relevant details required by itto enable it to effect the relevant transfer and issue Certificates in respect of the relevant Notes in accordance with each request; (b) keep if appropriate, charge to the holder of a stock Certificate presented for transfer (i) the costs or expenses (if any) of the forms of Transfer Registrar in delivering Certificates issued on such transfer other than by regular mail and make (ii) a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation to the transfer and, in each case, account to the Registrar for such forms available on demand to holders of the Notescharges; (c) subject to compliance with Clause 9.3, and payment of (or the giving of such indemnity as the Issuer, the Registrar or such Transfer Agent may reasonably require in respect of) any stamp duty, tax or other governmental charges which may be imposed in relation to such transfer as soon as reasonably practicable, and in any event within three Business Days (being five business days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations): (i) ), upon receipt by it of Definitive Notes Certificates for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificate); or (ii) following the endorsement of a reduction in the nominal amount of a Global Note for exchange into Definitive Notes, authenticate and deliver such Certificates at its specified office to Specified Office or mail the transferee or (relevant Certificates by uninsured mail at the risk of the transferee) send holder entitled to the Certificates to the address requested by the transferee duly dated and completed Definitive Notes of a like aggregate nominal amount to the Definitive Notes transferred and, specified in the case form of the transfer of part only of a Definitive Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Note in respect of the balance of the Definitive Notes not so transferred;transfer; and (d) if appropriate, charge to comply with the holder of a Note presented for exchange or transfer: (i) the costs or expenses (if any) of delivering Notes issued on exchange or transfer other than by regular uninsured mail; and (ii) a sum sufficient to cover any stamp duty, Tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (e) at the request terms of any Paying Agent deliver new Notes to be issued on partial redemptions of a Noteproperly completed transfer request.

Duties of the Transfer Agent. 12.1 ‌ 13.1 The Transfer Agent shall perform the such duties as are set out herein and in this Agreement the Master Trust Deed, the Supplemental Trust Deed(s) in respect of each Series of Trust Certificates and the Conditions and, in performing those duties, shall act in accordance with the Master Trust Deed, such Supplemental Trust Deed and the Conditions and the provisions of this Agreement. 12.2 The 13.2 In respect of each Series of Trust Certificates, the Transfer Agent shall: (a) accept Notes Individual Trust Certificates delivered to it, it with the form of transfer on them thereon duly executed, together with, as applicable, any Transfer Certificate executed for the transfer or exchange of all or part of the Note Individual Trust Certificate in accordance with the Conditions, Conditions and shall, in each case, give to the Registrar within one Business Day all relevant details required by itto enable it to effect the relevant transfer and issue Individual Trust Certificates in accordance with each request; (b) keep a stock if appropriate, charge to the holder of an Individual Trust Certificate presented for transfer: (i) the costs or expenses (if any) of the forms of Transfer Registrar in delivering Individual Trust Certificates and make issued on such forms available on demand transfer other than by regular mail; and (ii) a sum sufficient to holders of cover any stamp duty, tax or other governmental charge that may be imposed in relation to the Notestransfer and, in each case, account to the Registrar for such charges; (c) as soon as reasonably practicableforthwith, and in any event within three Business Days five business days (for this purpose being days when banks are open for business in the city in which the specified office of the Registrar Transfer Agent is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations): ): (i) upon receipt by it of Definitive Notes Individual Trust Certificates for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificateit); or or (ii) following subsequent to the endorsement of a reduction in the nominal outstanding principal amount of a Global Note Trust Certificate for exchange into Definitive NotesIndividual Trust Certificates, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the such address requested by as the transferee may request duly dated and completed Definitive Notes Individual Trust Certificates of a like aggregate nominal principal amount to the Definitive Notes Individual Trust Certificates transferred and, in the case of the transfer of part only of a Definitive Notean Individual Trust Certificate, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the such address requested by as the transferor may request a duly dated and completed Definitive Note Individual Trust Certificate in respect of the balance of the Definitive Notes Individual Trust Certificates not so transferred; (d) if appropriate, charge to the holder of a Note an Individual Trust Certificate presented for exchange or transfer: : (i) the costs or expenses (if any) of delivering Notes Individual Trust Certificates issued on such exchange or transfer other than by regular uninsured mail; and and (ii) a sum sufficient to cover any stamp duty, Tax tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those chargesregistration; and (e) at comply with the request terms of any Paying Agent deliver new Notes to be issued on partial redemptions of a Noteproperly completed transfer request.

Duties of the Transfer Agent. 12.1 11.1 The Transfer Agent 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. 12.2 11.2 The Transfer Agent shall: (a) 11.2.1 accept Registered Notes delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Registered Note in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) 11.2.2 keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the Notes; (c) as soon as reasonably practicable11.2.3 immediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations): ), (i) upon receipt by it of Definitive Registered Notes for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificate); ) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note for exchange into Definitive Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Notes of a like aggregate nominal amount to the Definitive Notes transferred and, in the case of the transfer of part only of a Definitive Note, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Note in respect of the balance of the Definitive Notes not so transferred;into (d) 11.2.4 if appropriate, charge to the holder of a Registered Note presented for exchange or transfer: transfer (i) the costs or expenses (if any) of delivering Registered Notes issued on exchange or transfer other than by regular uninsured mail; mail and (ii) a sum sufficient to cover any stamp duty, Tax tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (e) 11.2.5 at the request of any Paying Agent deliver new Registered Notes to be issued on partial redemptions of a Registered Note.

Duties of the Transfer Agent. 12.1 10.1 The Transfer Agent shall perform the duties set out in this Agreement Agreement, the Trust Deed and the Conditions and, in performing those duties, shall act in accordance with the Conditions Conditions, the Trust Deed and this Agreement. 12.2 10.2 The Transfer Agent shall: (aA) accept Notes Certificates delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Note Registered Notes represented thereby in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (bB) where an Exchangeable Bearer Note and duly completed Exchange Request is deposited with the Transfer Agent in a valid exercise of its holder’s election to exchange it for a certificated Registered Note, as soon as reasonably practicable (1) notify the Principal Paying Agent and the Registrar of the Series, principal amount and certificate number of such Note, (2) notify the Registrar of the name and address to be entered on the Register and (3) cancel such Note, together with any related unmatured Coupons and ▇▇▇▇▇, and forward them to the Principal Paying Agent; (C) keep a stock of the forms of Transfer Certificates Exchange Requests and make such forms available on demand to holders of the Notes; (cD) as soon as reasonably practicable, immediately and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations): (i) ), upon receipt by it of Definitive Notes Certificates for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificateit); or (ii) following the endorsement of a reduction in the nominal amount of a Global Note for exchange into Definitive Notes, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Notes Certificates of a like aggregate nominal amount to the Definitive certificated Registered Notes transferred and, in the case of the transfer of part only of a Definitive NoteCertificate, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Note Certificate in respect of the balance of the Definitive certificated Registered Notes not so transferred; (dE) if appropriate, charge to the holder of a Note presented for exchange or transfer: transfer (i) the costs or expenses (if any) of delivering Notes Certificates issued on exchange or transfer other than by regular uninsured mail; mail and (ii) a sum sufficient to cover any stamp duty, Tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and; (eF) at the request of any Paying Agent deliver new Notes Certificates to be issued on partial redemptions of a NoteCertificate; and (G) notify the Registrar of the presentation of any Certificate together with a Put Notice in respect of such Certificate.

Duties of the Transfer Agent. 12.1 The 11.1 Each Transfer Agent 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. 12.2 The 11.2 Each Transfer Agent shall: (a) accept Notes Registered Covered Bonds delivered to it, with the form of transfer on them duly executed, together with, as applicable, any Transfer Certificate for the transfer or exchange of all or part of the Note Registered Covered Bond in accordance with the Conditions, and shall, in each case, give to the Registrar all relevant details required by it; (b) keep a stock of the forms of Transfer Certificates and make such forms available on demand to holders of the NotesCovered Bonds; (c) as soon as reasonably practicableimmediately, and in any event within three Business Days (being days when banks are open for business in the city in which the specified office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations): ), (i) upon receipt by it of Definitive Notes Registered Covered Bonds for transfer (together with any certifications required by it including, but not limited to, a Transfer Certificate); ) or (ii) following the endorsement of a reduction in the nominal amount of a Registered Global Note Covered Bond for exchange into Definitive NotesRegistered Covered Bonds, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Definitive Notes Registered Covered Bonds of a like aggregate nominal amount to the Definitive Notes Registered Covered Bonds transferred and, in the case of the transfer of part only of a Definitive NoteRegistered Covered Bond, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Definitive Note Registered Covered Bond in respect of the balance of the Definitive Notes Registered Covered Bonds not so transferred; (d) if appropriate, charge to the holder of a Note Registered Covered Bond presented for exchange or transfer: transfer (i) the costs or and expenses (if any) of delivering Notes Registered Covered Bonds issued on exchange or transfer other than by regular uninsured mail; mail and (ii) a sum sufficient to cover any stamp duty, Tax tax or other governmental charge that may be imposed in relation to the registration and, in each case, account to the Registrar for those charges; and (e) at the request of any Paying Agent deliver new Notes Registered Covered Bonds to be issued on partial redemptions of a NoteRegistered Covered Bond.