Common use of CANCELLATION OF COVERED BONDS, RECEIPTS, COUPONS AND TALONS Clause in Contracts

CANCELLATION OF COVERED BONDS, RECEIPTS, COUPONS AND TALONS. 16.1 All Covered Bonds which are redeemed, all Global Covered Bonds which are exchanged in full, all Registered Covered Bonds which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent by which they are redeemed, exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Covered Bonds which are purchased by or on behalf of the Issuer, the Guarantors or any of the Issuer's Subsidiaries and all such Covered Bonds surrendered to a Paying Agent (or, in the case of N Covered Bonds, the N Covered Bond Paying Agent) or the Registrar for cancellation, together (in the case of Bearer Definitive Covered Bonds) with all unmatured Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Agent to which they are surrendered. Each of the Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Covered Bonds, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 16.2 The Principal Paying Agent shall deliver upon written request to the Issuer and the Bond Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Covered Bonds which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Covered Bonds cancelled together (in the case of Bearer Definitive Covered Bonds) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Covered Bonds; (d) the total number by maturity date of Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Covered Bonds) the serial numbers of the Covered Bonds (except in the case of N Covered Bonds, where it shall specify the name of the relevant N Covered Bondholders). 16.3 The Principal Paying Agent shall destroy all cancelled Covered Bonds, Receipts, Coupons and Talons and, immediately following their destruction, send to the Issuer upon written request a certificate stating the serial numbers of the Covered Bonds (in the case of Definitive Covered Bonds) (except in the case of N Covered Bonds where identification shall be by way of the name of the relevant N Covered Bondholder) and the number by maturity date of Receipts, Coupons and Talons destroyed. 16.4 Without prejudice to the obligations of the Principal Paying Agent under Clause 16.2, the Principal Paying Agent shall keep a full and complete record of all Covered Bonds, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or the Guarantors or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Covered Bonds, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Covered Bonds, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged (except in the case of N Covered Bonds where identification shall be by way of the name of the relevant N Covered Bondholder). 16.5 The Principal Paying Agent shall subject to applicable laws and regulations at all reasonable times during office hours make the record available to the Issuer, the Guarantors, the Bond Trustee or any person authorised by any of them for inspection and for the taking of copies of it or extracts from it. The Principal Paying Agent or the Registrar (in the case of Registered Global Covered Bonds) is authorised by the Issuer and instructed to (a) in the case of any Global Covered Bond which is a CGCB, to endorse or to arrange for the endorsement of the relevant Global Covered Bond to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Global Covered Bond which is an NGCB and in the case of any Registered Global Covered Bonds which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Principal Paying Agent or the Registrar (as applicable) of the same in accordance with Clause 16.1. 16.6 Without prejudice to the obligations of the Principal Paying Agent under Clause 16.2 and Clause 16.4, the N Covered Bond Registrar shall keep a full and complete record (the "N Covered Bond Record") of all Relevant N Covered Bonds and of their redemption, purchase on behalf of the Issuer or the Group Guarantor or the LLP or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement N Covered Bonds issued in substitution for mutilated, defaced, destroyed, lost or stolen N Covered Bonds. 16.7 The N Covered Bond Registrar shall at all reasonable times make the N Covered Bond Record available to the Issuer, the LLP, the Group Guarantor, the Bond Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.

CANCELLATION OF COVERED BONDS, RECEIPTS, COUPONS AND TALONS. 16.1 17.1 All Covered Bonds which are redeemed, all Global Covered Bonds which are exchanged in full, all Registered Covered Bonds which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent by which they are redeemed, exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Covered Bonds which are purchased by or on behalf of the Issuer, the Guarantors LLP or any of the Issuer's Subsidiaries and all such Covered Bonds surrendered to a Paying Agent or the Registrar (or, in the case of N Covered Bonds, the N Covered Bond Paying Agentits nominee) or the Registrar for cancellation, together (in the case of Bearer Definitive Covered Bonds) with all unmatured Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Agent to which they are surrendered. Each of the Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Covered Bonds, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 16.2 17.2 The Principal Paying Agent shall deliver upon written request to the Issuer and the Bond Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Covered Bonds which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Covered Bonds cancelled together (in the case of Bearer Definitive Covered Bonds) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Covered Bonds; (d) the total number by maturity date of Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Covered Bonds) the serial numbers of the Covered Bonds (except in the case of an N Covered Bonds, Bond where it shall specify the name of the relevant N Covered BondholdersBondholder). 16.3 17.3 The Principal Paying Agent shall destroy all cancelled Covered Bonds, Receipts, Coupons and Talons and, immediately following their destruction, send to the Issuer upon written request a certificate stating the serial numbers of the Covered Bonds (in the case of Definitive Covered Bonds) (except in the case of an N Covered Bonds Bond where identification shall be by way of the name of the relevant N Covered Bondholder) and the number by maturity date of Receipts, Coupons and Talons destroyed. 16.4 17.4 Without prejudice to the obligations of the Principal Paying Agent under Clause 16.217.2, the Principal Paying Agent shall keep a full and complete record of all Covered Bonds, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or the Guarantors LLP or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Covered Bonds, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Covered Bonds, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged (except in the case of an N Covered Bonds Bond where identification shall be by way of the name of the relevant N Covered Bondholder). 16.5 17.5 The Principal Paying Agent shall subject to applicable laws and regulations at all reasonable times during office hours make the record available to the Issuer, the GuarantorsLLP, the Bond Trustee or any person authorised by any of them for inspection and for the taking of copies of it or extracts from it. . 17.6 The Principal Paying Agent or the Registrar (in the case of Registered Global Covered Bonds) is authorised by the Issuer and instructed to (a) in the case of any Global Covered Bond which is a CGCB, to endorse or to arrange for the endorsement of the relevant Global Covered Bond to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Global Covered Bond which is an NGCB and in the case of any Registered Global Covered Bonds which is held under the NSSNGCB, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Principal Paying Agent or the Registrar (as applicable) of the same in accordance with Clause 16.117.1. 16.6 Without prejudice 17.7 The Principal Paying Agent shall (on behalf of and at the request and cost of the Issuer) submit such reports or information as may be required from time to time in relation to the obligations issue and purchase of Covered Bonds by applicable law, regulations and guidelines promulgated by any governmental regulatory authority agreed between the Issuer and the Principal Paying Agent under Clause 16.2 and Clause 16.4, the N Covered Bond Registrar shall keep a full and complete record (the "N Covered Bond Record") of all Relevant N Covered Bonds and of their redemption, purchase on behalf of the Issuer or the Group Guarantor or the LLP or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement N Covered Bonds issued in substitution for mutilated, defaced, destroyed, lost or stolen N Covered BondsAgent. 16.7 The N Covered Bond Registrar shall at all reasonable times make the N Covered Bond Record available to the Issuer, the LLP, the Group Guarantor, the Bond Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.

CANCELLATION OF COVERED BONDS, RECEIPTS, COUPONS AND TALONS. 16.1 All Covered Bonds which are redeemed, all Global Covered Bonds which are exchanged in full, all Registered Covered Bonds which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent by which they are redeemed, exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Covered Bonds which are purchased by or on behalf of the Issuer, the Guarantors or any of the Issuer's Subsidiaries and all such Covered Bonds surrendered to a Paying Agent (or, in the case of N Covered Bonds, the N Covered Bond Paying Agent) or the Registrar for cancellation, together (in the case of Bearer Definitive Covered Bonds) with all unmatured Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Agent to which they are surrendered. Each of the Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Covered Bonds, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 16.2 The Principal Paying Agent shall deliver upon written request to the Issuer and the Bond Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Covered Bonds which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Covered Bonds cancelled together (in the case of Bearer Definitive Covered Bonds) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Covered Bonds; (d) the total number by maturity date of Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Covered Bonds) the serial numbers of the Covered Bonds (except in the case of N Covered Bonds, where it shall specify the name of the relevant N Covered Bondholders). 16.3 The Principal Paying Agent shall destroy all cancelled Covered Bonds, Receipts, Coupons and Talons and, immediately following their destruction, send to the Issuer upon written request a certificate stating the serial numbers of the Covered Bonds (in the case of Definitive Covered Bonds) (except in the case of N Covered Bonds where identification shall be by way of the name of the relevant N Covered Bondholder) and the number by maturity date of Receipts, Coupons and Talons destroyed. 16.4 Without prejudice to the obligations of the Principal Paying Agent under Clause 16.2, the Principal Paying Agent shall keep a full and complete record of all Covered Bonds, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or the Guarantors or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Covered Bonds, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Covered Bonds, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged (except in the case of N Covered Bonds where identification shall be by way of the name of the relevant N Covered Bondholder). 16.5 The Principal Paying Agent shall subject to applicable laws and regulations at all reasonable times during office hours make the record available to the Issuer, the Guarantors, the Bond Trustee or any person authorised by any of them for inspection and for the taking of copies of it or extracts from it. The Principal Paying Agent or the Registrar (in the case of Registered Global Covered Bonds) is authorised by the Issuer and instructed to (a) in the case of any Global Covered Bond which is a CGCB, to endorse or to arrange for the endorsement of the relevant Global Covered Bond to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Global Covered Bond which is an NGCB and in the case of any Registered Global Covered Bonds which is held under the NSSNGCB, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Principal Paying Agent or the Registrar (as applicable) of the same in accordance with Clause 16.1. 16.6 Without prejudice to the obligations of the Principal Paying Agent under Clause 16.2 and Clause 16.4, the N Covered Bond Registrar shall keep a full and complete record (the "N Covered Bond Record") of all Relevant N Covered Bonds and of their redemption, purchase on behalf of the Issuer or the Group Guarantor or the LLP or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement N Covered Bonds issued in substitution for mutilated, defaced, destroyed, lost or stolen N Covered Bonds. 16.7 The N Covered Bond Registrar shall at all reasonable times make the N Covered Bond Record available to the Issuer, the LLP, the Group Guarantor, the Bond Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.

CANCELLATION OF COVERED BONDS, RECEIPTS, COUPONS AND TALONS. 16.1 All Covered Bonds which are redeemed, all Global Covered Bonds which are exchanged in full, all Registered Covered Bonds which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent by which they are redeemed, exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Covered Bonds which are purchased by or on behalf of the Issuer, the Guarantors or any of the Issuer's Subsidiaries and all such Covered Bonds surrendered to a Paying Agent (or, in the case of N Covered Bonds, the N Covered Bond Paying Agent) or the Registrar for cancellation, together (in the case of Bearer Definitive Covered Bonds) with all unmatured Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Agent to which they are surrendered. Each of the Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Covered Bonds, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 16.2 The Principal Paying Agent shall deliver upon written request to the Issuer and the Bond Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Covered Bonds which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Covered Bonds cancelled together (in the case of Bearer Definitive Covered Bonds) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Covered Bonds; (d) the total number by maturity date of Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Covered Bonds) the serial numbers of the Covered Bonds (except in the case of N Covered Bonds, where it shall specify the name of the relevant N Covered Bondholders). 16.3 The Principal Paying Agent shall destroy all cancelled Covered Bonds, Receipts, Coupons and Talons and, immediately following their destruction, send to the Issuer upon written request a certificate stating the serial numbers of the Covered Bonds (in the case of Definitive Covered Bonds) (except in the case of N Covered Bonds where identification shall be by way of the name of the relevant N Covered Bondholder) and the number by maturity date of Receipts, Coupons and Talons destroyed. 16.4 Without prejudice to the obligations of the Principal Paying Agent under Clause 16.2, the Principal Paying Agent shall keep a full and complete record of all Covered Bonds, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or the Guarantors or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Covered Bonds, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Covered Bonds, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged (except in the case of N Covered Bonds where identification shall be by way of the name of the relevant N Covered Bondholder). 16.5 The Principal Paying Agent shall subject to applicable laws and regulations at all reasonable times during office hours make the record available to the Issuer, the Guarantors, the Bond Trustee or any person authorised by any of them for inspection and for the taking of copies of it or extracts from it. The Principal Paying Agent or the Registrar (in the case of Registered Global Covered Bonds) is authorised by the Issuer and instructed to (a) in the case of any Global Covered Bond which is a CGCB, to endorse or to arrange for the endorsement of the relevant Global Covered Bond to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Global Covered Bond which is an NGCB and in the case of any Registered Global Covered Bonds which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Principal Paying Agent or the Registrar (as applicable) of the same in accordance with Clause 16.1. 16.6 Without prejudice to the obligations of the Principal Paying Agent under Clause 16.2 and Clause 16.4, the N Covered Bond Registrar shall keep a full and complete record (the "N Covered Bond Record") of all Relevant N Covered Bonds and of their redemption, purchase on behalf of the Issuer or the Group Guarantor or the LLP or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement N Covered Bonds issued in substitution for mutilated, defaced, destroyed, lost or stolen N Covered Bonds. 16.7 The N Covered Bond Registrar shall at all reasonable times make the N Covered Bond Record available to the Issuer, the LLP, the Group Guarantor, the Bond Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.

CANCELLATION OF COVERED BONDS, RECEIPTS, COUPONS AND TALONS. 16.1 (a) All Covered Bonds which are redeemed, all Global Covered Bonds which are exchanged in full, all Registered Covered Bonds which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged, transferred exchanged or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Covered Bonds which are purchased by or on behalf of the Issuer, the Guarantors Issuer or any of its Subsidiaries or the Issuer's Subsidiaries Fund and all such Covered Bonds are surrendered to a Paying Agent (or, in the case of N Covered Bonds, the N Covered Bond Paying Agent) or the Registrar for cancellation, together (in the case of Bearer Definitive Covered Bonds) with all unmatured Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Covered Bonds, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 16.2 (b) The Principal Paying Agent shall deliver upon written request to the Issuer and the Bond Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (ai) the aggregate nominal amount of Covered Bonds which have been redeemed and the aggregate amount paid in respect of them; (bii) the number of Covered Bonds cancelled together (in the case of Bearer Definitive Covered BondsBonds in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (ciii) the aggregate amount paid in respect of interest on the Covered Bonds; (div) the total number by maturity date of Receipts, Coupons and Talons cancelled; and (ev) (in the case of Definitive Covered Bonds) the serial numbers of the Covered Bonds (except in the case of N Covered Bonds, where it shall specify the name of the relevant N Covered Bondholders). 16.3 (c) The Principal Paying Agent shall destroy all cancelled Covered Bonds, Receipts, Coupons and Talons and, immediately following their destruction, send to the Issuer Issuer, upon written request request, a certificate stating the serial numbers of the Covered Bonds (in the case of Definitive Covered Bonds) (except in the case of N Covered Bonds where identification shall be by way of the name of the relevant N Covered Bondholderin definitive form) and the number by maturity date of Receipts, Coupons and Talons destroyed. 16.4 (d) Without prejudice to the obligations of the Principal Paying Agent under Clause 16.2subclause (b), the Principal Paying Agent shall keep a full and complete record of all Covered Bonds, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or the Guarantors or any of its Subsidiaries or the Issuer's Subsidiaries Fund and cancellation, payment or replacement (as the case may be) and of all replacement Covered Bonds, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Covered Bonds, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged (except in the case of N Covered Bonds where identification shall be by way of the name of the relevant N Covered Bondholder). 16.5 unexchanged. The Principal Paying Agent shall subject to applicable laws and regulations at all reasonable times during office hours make the record available to the Issuer, the Guarantors, the Bond Trustee or Issuer and any person persons authorised by any of them it for inspection and for the taking of copies of it or extracts from it. . (e) The Principal Paying Agent or the Registrar (in the case of Registered Global Covered Bonds) is authorised by the Issuer and instructed to (ai) in the case of any Global Covered Bond which is a CGCBCGN, to endorse or to arrange for the endorsement of the relevant Global Covered Bond to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (bii) in the case of any Global Covered Bond which is an NGCB and in the case of any Registered Global Covered Bonds which is held under the NSSa NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Principal Paying Agent or the Registrar (as applicable) of the same in accordance with Clause 16.1subclause (a). 16.6 Without prejudice to the obligations of the Principal Paying Agent under Clause 16.2 and Clause 16.4, the N Covered Bond Registrar shall keep a full and complete record (the "N Covered Bond Record") of all Relevant N Covered Bonds and of their redemption, purchase on behalf of the Issuer or the Group Guarantor or the LLP or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement N Covered Bonds issued in substitution for mutilated, defaced, destroyed, lost or stolen N Covered Bonds. 16.7 The N Covered Bond Registrar shall at all reasonable times make the N Covered Bond Record available to the Issuer, the LLP, the Group Guarantor, the Bond Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.

CANCELLATION OF COVERED BONDS, RECEIPTS, COUPONS AND TALONS. 16.1 17.1 All Covered Bonds which are redeemed, all Global Covered Bonds which are exchanged in full, all Registered Covered Bonds which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent by which they are redeemed, exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Covered Bonds which are purchased by or on behalf of the Issuer, the Guarantors LLP or any of the Issuer's Subsidiaries and all such Covered Bonds surrendered to a Paying Agent or the Registrar (or, in the case of N Covered Bonds, the N Covered Bond Paying Agentits nominee) or the Registrar for cancellation, together (in the case of Bearer Definitive Covered Bonds) with all unmatured Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Agent to which they are surrendered. If the Issuer purchases any of its Covered Bonds for cancellation, the Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Covered Bonds to be purchased. The Issuer shall provide the instructions to the Principal Paying Agent no later than two (2) Business Days prior to the date on which the Covered Bonds are intended to be purchased and cancelled. Once the Covered Bonds have been received by the Principal Paying Agent, it will request the immediate cancellation of the Covered Bonds. Each of the Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Covered Bonds, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 16.2 17.2 The Principal Paying Agent shall deliver upon written request to the Issuer and the Bond Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Covered Bonds which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Covered Bonds cancelled together (in the case of Bearer Definitive Covered Bonds) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Covered Bonds; (d) the total number by maturity date of Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Covered Bonds) the serial numbers of the Covered Bonds (except in the case of an N Covered Bonds, Bond where it shall specify the name of the relevant N Covered BondholdersBondholder). 16.3 17.3 The Principal Paying Agent shall destroy all cancelled Covered Bonds, Receipts, Coupons and Talons and, immediately following their destruction, send to the Issuer upon written request a certificate stating the serial numbers of the Covered Bonds (in the case of Definitive Covered Bonds) (except in the case of an N Covered Bonds Bond where identification shall be by way of the name of the relevant N Covered Bondholder) and the number by maturity date of Receipts, Coupons and Talons destroyed. 16.4 17.4 Without prejudice to the obligations of the Principal Paying Agent under Clause 16.217.2, the Principal Paying Agent shall keep a full and complete record of all Covered Bonds, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or the Guarantors LLP or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Covered Bonds, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Covered Bonds, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged (except in the case of an N Covered Bonds Bond where identification shall be by way of the name of the relevant N Covered Bondholder). 16.5 17.5 The Principal Paying Agent shall subject to applicable laws and regulations at all reasonable times during office hours make the record available to the Issuer, the GuarantorsLLP, the Bond Trustee or any person authorised by any of them for inspection and for the taking of copies of it or extracts from it. . 17.6 The Principal Paying Agent or the Registrar (in the case of Registered Global Covered Bonds) is authorised by the Issuer and instructed to (a) in the case of any Global Covered Bond which is a CGCB, to endorse or to arrange for the endorsement of the relevant Global Covered Bond to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Global Covered Bond which is an NGCB and in the case of any Registered Global Covered Bonds which is held under the NSSNGCB, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Principal Paying Agent or the Registrar (as applicable) of the same in accordance with Clause 16.117.1. 16.6 Without prejudice 17.7 The Principal Paying Agent shall (on behalf of and at the request and cost of the Issuer) submit such reports or information as may be required from time to time in relation to the obligations issue and purchase of Covered Bonds by applicable law, regulations and guidelines promulgated by any governmental regulatory authority agreed between the Issuer and the Principal Paying Agent under Clause 16.2 and Clause 16.4, the N Covered Bond Registrar shall keep a full and complete record (the "N Covered Bond Record") of all Relevant N Covered Bonds and of their redemption, purchase on behalf of the Issuer or the Group Guarantor or the LLP or any of the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement N Covered Bonds issued in substitution for mutilated, defaced, destroyed, lost or stolen N Covered BondsAgent. 16.7 The N Covered Bond Registrar shall at all reasonable times make the N Covered Bond Record available to the Issuer, the LLP, the Group Guarantor, the Bond Trustee and any persons authorised by any of them for inspection and for the taking of copies of it or extracts from it.