Common use of CANCELLATION OF NOTES, COUPONS AND TALONS Clause in Contracts

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall shall, at the request of the Issuer, deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, at the request of the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1subclause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer relevant Issuer, the Guarantor and the 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Bearer Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer Issuers a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor, the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The relevant Issuer authorises and instructs (a) the Principal Paying Agent is authorised by the Issuer and instructed to (ai) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and cancelled, (bii) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, (b) the Registrar, in the case of any Registered Global Note, to endorse or to arrange for the endorsement of the Registered Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent or the Registrar, as the case may be, of the same in accordance with Clause 12.1clause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer and the Guarantor shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer or any of its Subsidiaries the Guarantor and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 A certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of such Notes, shall be given to the NotesIssuer by the Agent as soon as reasonably practicable and in any event upon written request within three months after the date of such repayment or, as the case may be, payment or exchange. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the Issuer upon written request with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 Without prejudice to the obligations of the Agent under pursuant to subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the Issuer or any of its Subsidiaries the Guarantor and cancellation, payment or replacement exchange (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the such record available to the Issuer Issuer, the Guarantor and any persons authorised by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a an 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 Agent of the same in accordance with Clause subclause 12.1. 12.6 All records and certificates made or given pursuant to this clause and clause 13 shall make a distinction between Notes, Coupons and Talons of each Series.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall shall, at the request of the Issuer, deliver to the Issuer within three months or 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, at the request of the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1subclause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Bearer Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer shall immediately notify the Agent in writing of all Bearer Notes which are purchased by or on behalf of the Issuer or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive NotesBearer Notes in definitive form) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, 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 Bearer Notes, Coupons and Talons to the Principal Paying Agent or as the Agent may specify. 12.2 The Agent shall deliver to the Issuer as soon as reasonably practicable and in any event within three months after the date of each repaymenttogether, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of all paid Notes and Coupons, with a certificate stating the serial numbers in definitive form) with details numerical sequence of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) such Bearer Notes and the total number by maturity date of such Coupons and Talons cancelled; and (e) (in within two months after claiming funds for payments. All Registered Notes which are redeemed shall be cancelled by the case of Definitive Notes) the serial numbers removal of the Notes. 12.3 relevant Noteholder's name from the Register by the Registrar and the cancellation of any corresponding Definitive Registered Notes by the Transfer Agent to which they were surrendered or with which they were deposited. The Transfer Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating Principal Paying Agent the serial numbers details required by the Principal Paying Agent for the purposes of subclause 14.2 and shall send the cancelled Registered Notes to or to the order of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyedPrincipal Paying Agent. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The 11.2 Upon the Issuer’s request, the Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The 11.3 Upon the Issuer’s request and following the authorisation of both ICSDs, the Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, request immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1clause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 16.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 16.2 The Principal Paying Agent shall deliver to the Issuer 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, upon written request a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 16.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 16.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.216.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Agent shall shall, at the request of the Issuer, deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, at the request of the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause subclause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer and the Guarantor shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer or any of its Subsidiaries the Guarantor and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 A certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of such Notes, shall be given to the NotesIssuer by the Agent as soon as reasonably practicable and in any event upon written request within three months after the date of such repayment or, as the case may be, payment or exchange. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the Issuer upon written request with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 Without prejudice to the obligations of the Agent under pursuant to subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the Issuer or any of its Subsidiaries the Guarantor and cancellation, payment or replacement exchange (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.of

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all full or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Upon reasonable request by the Issuer, the Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (bE) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (cF) the aggregate amount paid in respect of interest on the Notes; (dG) the total number by maturity date of Coupons and Talons cancelled; and (eH) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Relevant Issuer and any of the relevant Guarantors shall immediately notify the Paying Agent in writing of all Notes which are purchased on behalf of the Issuer Relevant Issuer, any of the relevant Guarantors or any other member of its Subsidiaries the Group and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 11.2 The Principal Paying Agent shall deliver to the Issuer Relevant Issuer, the relevant Guarantors and the Trustee as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, exchange, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Relevant Issuer and the relevant Guarantors a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.211.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer Relevant Issuer, any of the relevant Guarantors or any other member of its Subsidiaries the Group and cancellation, exchange, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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 10 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer Relevant Issuer, each of the relevant Guarantors, the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Principal Paying Agent is authorised by the Relevant Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Relevant Issuer has and/or any of the relevant Guarantors have notified the Principal Paying Agent of the same in accordance with Clause 12.1subclause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged exchanged, shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all any Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, and such Notes 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 (2) The Principal Paying Agent shall deliver to the Issuer as soon as reasonably practicable and in any event within three months after following a request for the date of each repayment, payment, cancellation or replacement, as the case may besame, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 (3) The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionif so requested by the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive formDefinitive Notes) and the number by maturity date of Coupons and Talons destroyed. 12.4 (4) Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2(2), the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 (5) The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1cancelled.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall shall, at the request of the Issuer, deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, at the request of the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1clause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall shall, at the request of the Issuer, deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, at the request of the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1subclause 11.1. 11.6 If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent instructions in the form agreed to by the Agent confirming the details of the Notes to be cancelled. The Issuer shall provide the instructions to the Agent no later than two Business Days prior to the date on which the Notes are intended to be cancelled. Once the Notes have been received by the Agent, it will request the immediate cancellation of the Notes.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 (2) If the Issuer purchases any of its Notes 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 Notes 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 Notes are intended to be purchased and cancelled. Once the Notes have been received by the Principal Paying Agent, it will request the immediate cancellation of the Notes. (3) The Principal Paying Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 (4) The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 (5) Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2(3), the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 (6) The Principal Paying Agent (and, in the case of (a), the CMU Lodging and Paying Agent) is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note in respect of any Notes other than CMU Notes which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer and the relevant Guarantor shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer Issuer, any Guarantor or any of its or their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify.specify.‌ 12.2 11.2 The Agent shall deliver to the Issuer and the 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:stating:‌ (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the NotesNotes and the due dates of such payments; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.destroyed.‌ 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any Guarantor or any of its or their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer Issuer, the Guarantors, the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg Clearstream 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 Agent of the same in accordance with Clause 12.1clause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Relevant Issuer shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer Relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Relevant Issuer and (in the case of Guaranteed Notes) the Guarantor 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons and, upon the Issuer's written request, send to the Relevant Issuer and (in the case of Global Guaranteed Notes, upon receipt of ) the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer Guarantor a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Relevant Issuer or (in the case of Guaranteed Notes) the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer Relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the Relevant Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Bearer Global Note which is a NGNan NGN and in the case of any Registered Global Note which is held under 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 Relevant Issuer has notified the Principal Paying Agent of the same in accordance with Clause 12.1subclause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 ‌ 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a an NGN, and in the case of any Registered Global Note 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 of the same in accordance with Clause 12.1clause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the relevant Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately as soon as reasonably practicable following their destruction, and upon request, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times during office hours make the record available to the Issuer relevant Issuer, the Guarantor and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a NGNNGN and in the case of any Registered Global Note 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 relevant Issuer has notified the Principal Paying Agent of the same in accordance with Clause 12.1subclause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 16.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.‌ 12.2 16.2 The Principal Paying Agent shall deliver to the Issuer 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, upon written request a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌‌ 12.3 16.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 16.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.216.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or any of its Subsidiaries their respective subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 (2) The Principal Paying Agent shall deliver to the relevant Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 (3) The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 (4) Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2(2), the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) or any of its Subsidiaries their respective subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 (5) The Principal Paying Agent (and, in the case of (a), the CMU Lodging and Paying Agent) is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note in respect of any Notes other than CMU Notes which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 A certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid amounts in respect of themCoupons which have been paid; (b) the number serial numbers of Notes cancelled together (in the case of such Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect total numbers (where applicable, of interest on the Noteseach denomination) by maturity date of such Coupons; (d) the aggregate amount of interest paid (and the due dates of such payments) on Global Notes; (e) the aggregate nominal amount of Notes (if any) which have been purchased for cancellation by or on behalf of the Issuer or any of its Subsidiaries and cancelled (subject to delivery thereof to the Agent) and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of the Coupons and Talons cancelled; and(if any) attached thereto or surrendered therewith; (ef) the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons which have been so surrendered and replaced and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of such Coupons and Talons (if any); (g) the total number (where applicable, of each denomination) by maturity date of unmatured Coupons missing from Notes in the case of Definitive Notes) definitive form bearing interest at a fixed rate which have been redeemed or surrendered and replaced and the serial numbers of the NotesNotes in definitive form to which such missing unmatured Coupons appertained; and (h) the total number (where applicable, of each denomination) by maturity date of Talons which have been exchanged for further Coupons, shall be given to the Issuer and the Trustee by the Agent as soon as possible and in any event within four months after the date of such repayment or, as the case may be, payment or exchange. 12.3 The Agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the Issuer and the Trustee with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 Without prejudice to the obligations of the Agent under pursuant to subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the Issuer or any of its Subsidiaries and cancellation, cancellation or payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for lost, stolen, mutilated, defaced, destroyed, lost defaced or stolen destroyed Notes, Coupons or Talons. The Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten six 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. The Agent shall at all reasonable times make the record such records available to the Issuer Issuer, the Trustee and any persons authorised by it either of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 All records and certificates made or given pursuant to this clause and Clause 13 shall make a distinction between Notes, Coupons and Talons of each Series. 12.6 The Agent is authorised by the Issuer and instructed to (a) in the case of any a Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 a Global Note which is a 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, provided that, in the case of a purchase or cancellation, the Issuer has notified the Agent of the same in accordance with Clause 12.110.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or the Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer Issuer, the Parent or any of its their respective Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive NotesNotes in definitive form) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents Agent(s) shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 A certificate stating: (a) the aggregate nominal and principal amount of Notes which have been redeemed and the aggregate amount paid amounts in respect of themCoupons which have been paid; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) the aggregate amount paid in respect of interest on the Global Notes; (d) the total number by maturity date of Coupons and Talons so cancelled; and (e) (in the case of Definitive NotesNotes in definitive form) the serial numbers of such Notes, shall be given to the NotesIssuer and the Trustee by the Agent as soon as reasonably practicable and in any event within three months after the date of such repayment or, as the case may be, payment or exchange. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the Issuer with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 Without prejudice to the obligations of the Agent under pursuant to subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) Coupons and of their redemption, purchase by or on behalf of the Issuer Issuer, the Parent or any of its their respective Subsidiaries and cancellation, payment or replacement exchange (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the such record and Coupon (if any) available to the Issuer Issuer, the Trustee and any persons authorised by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a an 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, provided that, in the case of a purchase or cancellation, the Issuer has notified the Agent of the same in accordance with Clause clause 12.1. 12.6 All records and certificates made or given pursuant to this Clause and Clause 13 shall make a distinction between Notes, Coupons and Talons of each Series.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 15.2 The Principal Paying Agent shall deliver to the Issuer relevant Issuer, with a copy to the Guarantor, 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) 15.2.1 the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) 15.2.2 the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) 15.2.3 the aggregate amount paid in respect of interest on the Notes; (d) 15.2.4 the total number by maturity date of Coupons and Talons cancelled; and (e) 15.2.5 (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer relevant Issuer, upon written request, with a copy to the Guarantor, a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2Clause 15.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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 10 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the instructions to the Agent in the form agreed to by the Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by the Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall shall, upon request, deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) (in the case of Notes in definitive form) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionrequest, send to the Issuer a certificate stating the serial particulars of the Series and certificate numbers of the Notes (in the case of Notes in definitive form) and Talons and the Series number and number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.2Clause 11.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) keep such records until the expiry of ten years from one year after 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 expiry of the serial numbers of Coupons of that maturity still remaining unpaid or unexchangedrelevant prescription period under Condition 9. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg Clearstream 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 Agent of the same in accordance with Clause 12.111.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.and

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 ‌ 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify.specify.‌ 12.2 The 11.2 Upon the Issuer’s request, the Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 12.3 The 11.3 Upon the Issuer’s request and following the authorisation of both ICSDs, the Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, request immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.and

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately promptly notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the , 11.2 The Principal Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Agent shall upon request deliver to the Issuer as soon as reasonably practicable and in any event within three months 15 days after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 15.2 The Principal Paying Agent shall deliver to the Issuer 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, upon written request a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The 15.3 Upon request made by the Issuer, the Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.215.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 ‌ 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor (where the relevant Issuer is TI Finance) or any of its their respective Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.‌ 12.2 11.2 The Principal Paying Agent shall deliver to the relevant Issuer as soon as reasonably practicable and in any event within three months after the date of each repaymentTrustee, payment, cancellation or replacement, as the case may beupon written request, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; andand‌ (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 12.3 11.3 The Principal Paying Agent shall destroy all cancelled Notes, Notes Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately written request following their destruction, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2sub-clause 11.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or the Guarantor (where the relevant Issuer is TI Finance) or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (where the relevant Issuer is TI Finance), the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a an 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 relevant Issuer has notified the Principal Paying Agent of the same in accordance with Clause 12.1sub-clause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 16.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 16.2 The Principal Paying Agent shall deliver to the Issuer 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, upon written request a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 16.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 16.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2Clause 16.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all full or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Upon reasonable request by the Issuer, the Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. The Issuer shall provide the instructions to the Agent in the form agreed to by the Agent confirming the details of the Notes to be purchased no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by the Agent, it will request the immediate cancellation of the Notes. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify.specify.‌ 12.2 11.2 The Agent shall shall, upon request, deliver to the Issuer 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:stating:‌ (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) (in the case of Notes in definitive form) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionrequest, send to the Issuer a certificate stating the serial particulars of the Series and certificate numbers of the Notes (in the case of Notes in definitive form) and Talons and the Series number and number by maturity date of Coupons and Talons destroyed.destroyed.‌ 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.2Clause 11.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) keep such records until the expiry of ten years from one year after 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 expiry of the serial numbers of Coupons of that maturity still remaining unpaid or unexchangedrelevant prescription period under Condition 9. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg Clearstream 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 Agent of the same in accordance with Clause 12.111.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or any of its Subsidiaries their respective subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If an Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Principal Paying Agent instr uc tions in the form mutually agreed to by the relevant Issuer and the Principal Paying Agent confirming the details of the Notes 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 Notes are intended to be purchased and cancelled. Once the Notes have been received by the Principal Paying Agent, it will request the immediate cancellation of the Notes. 12.2 (2) The Principal Paying Agent shall deliver to the relevant Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 (3) The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the relevant Issuer a certificate stating the serial numbers number s of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 (4) Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2(2), the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) or any of its Subsidiaries their respective subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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 respec t 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 (5) The Principal Paying Agent (and, in the case of (a), the CMU Lodging and Paying Agent) is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note in respect of any Notes other than CMU Notes which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Relevant Issuer and any of the relevant Guarantors shall immediately notify the Paying Agent in writing of all Notes which are purchased on behalf of the Issuer Relevant Issuer, any of the relevant Guarantors or any other member of its Subsidiaries the Group and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.‌ 12.2 11.2 The Principal Paying Agent shall deliver to the Issuer Relevant Issuer, the relevant Guarantors and the Trustee as soon as reasonably practicable and in any event within three months after the date of each eac h repayment, payment, exchange, cancellation or replacement, as the case may be, a certificate stating:stating:‌ (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Relevant Issuer and the relevant Guarantors a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.destroyed.‌ 12.4 11.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.211.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer Relevant Issuer, any of the relevant Guarantors or any other member of its Subsidiaries the Group and cancellation, exchange, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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 10 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer Relevant Issuer, each of the relevant Guarantors, the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Principal Paying Agent is authorised by the Relevant Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect reflec t such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Relevant Issuer has and/or any of the relevant Guarantors have notified the Principal Paying Agent of the same in accordance with Clause 12.1subclause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 ‌ 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately promptly notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the , 11.2 The Principal Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Agent shall upon request deliver to the Issuer as soon as reasonably practicable and in any event within three months 15 days after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 12.3 11.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate (upon request) stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.211.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 of the same in accordance with Clause 12.1subclause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which are transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent or the Transfer Agent, as the case may be, by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent or Transfer Agent to which they are surrendered. Each of the Paying Agents and Transfer Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The 15.2 Upon request, the Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Bearer Notes) the serial numbers of the Notes. 12.3 15.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, and send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive formDefinitive Bearer Notes) and the number by maturity date of Coupons and Talons destroyed. 12.4 15.4 Without prejudice to the obligations of the Agent under subclause 12.215.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten 10 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it the Issuer for inspection and for the taking of copies of it or extracts from it. 12.5 15.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note in bearer form which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a NGNNGN and in the case of any Registered Global Note which is held under 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 Agent of the same in accordance with Clause 12.1clause 15.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 ‌ 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.‌ 12.2 14.2 The Principal Paying Agent shall deliver to the relevant Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; andand‌ (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionrequest, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a NGNNGN and in the case of any Registered Global Note 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 relevant Issuer or the Guarantor (as the case may be) has notified the Principal Paying Agent of the same in accordance with Clause 12.1subclause 14.1. 14.6 If an Issuer purchases any of its Notes for cancellation, the relevant Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased. The relevant Issuer shall provide the instructions to the Principal Paying Agent no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by the Principal Paying Agent, it will request the immediate cancellation of the Notes. If an Issuer or any of its Subsidiaries purchase any Notes for which it will procure cancellation itself, the relevant Issuer shall as soon as reasonably practicable notify the Principal Paying Agent of the principal amount of those Notes it has purchased (and, if such Notes are in definitive form, send them to the Principal Paying Agent) and the Principal Paying Agent shall as soon as reasonably practicable notify the relevant clearing system(s).‌

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 ‌ 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.‌ 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer relevant Issuer, the Guarantor and the Trustee as soon as reasonably practicable and in any event within three months upon request after the date of each repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor, the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a NGNNGN and in the case of any Registered Global Note 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 relevant Issuer has notified the Principal Paying Agent of the same in accordance with Clause 12.1subclause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent or the Registrar, as the case may be, by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer as soon as reasonably practicable and in any event within three months after the date of each redemption, repayment, or purchase and payment, cancellation cancellation, transfer or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Bearer Notes) the serial numbers of the those Definitive Bearer Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than the serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment payment, exchange or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Note which is a NGNcancelled, 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 of the same in accordance with Clause 12.1subclause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 ‌ 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.2sub-clause 11.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.and

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or any of its Subsidiaries their respective subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 (2) The Principal Paying Agent shall deliver to the relevant Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 (3) The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 (4) Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2(2), the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) or any of its Subsidiaries their respective subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 (5) The Principal Paying Agent (and, in the case of (a), the CMU Lodging and Paying Agent) is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note in respect of any Notes other than CMU Notes which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause Subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, or paid. In addition, where any Notes are purchased by or on behalf of the Group Borrower or any other member of the Clarion Housing Group (other than the Issuer), the Issuer shall (so far as it is aware of the same) immediately notify the Principal Paying Agent in writing of all the principal amount of those Notes which are purchased on behalf the Group Borrower and any other member of the Issuer or any of its Subsidiaries Clarion Housing Group (other than the Issuer) has purchased and all (where such purchased Notes are subsequently surrendered to a Paying Agent for cancellation) may procure that those Notes, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrenderedsurrendered and delivered to the Principal Paying Agent or its authorised agent. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 The Principal Paying Agent shall deliver to the Issuer and the Note 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 principal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, (upon written request) send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf by the Group Borrower and any other member of the Issuer or any of its Subsidiaries Clarion Housing Group (other than the Issuer) and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer Issuer, the Note Trustee and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal principal amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Global Note which is a 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 of the same in accordance with Clause subclause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 A certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of such Notes, shall be given to the NotesIssuer by the Agent (upon request) as soon as reasonably practicable and in any event within three months after the date of such repayment or, as the case may be, payment or exchange. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the Issuer (upon request) with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 Without prejudice to the obligations of the Agent under pursuant to subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement exchange (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the such record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 All records and certificates made or given pursuant to this clause and clause 13 shall make a distinction between Notes, Coupons and Talons of each Series. 12.6 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged redeemed or substituted in fullaccordance with the Conditions, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer and the Guarantor (in respect of Notes issued by Piraeus PLC) shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer or the Guarantor (in respect of Notes issued by Piraeus PLC) or any Subsidiary of its Subsidiaries the Issuer or the Guarantor (if applicable) and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 11.2 A certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of such Notes, shall be given to the Notesrelevant Issuer and the Guarantor (in respect of Notes issued by Piraeus PLC) by the Agent as soon as reasonably practicable and in any event within three months after the date of such repayment, payment, cancellation or replacement, as the case may be. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons and, forthwith upon destruction, furnish the relevant Issuer and the Guarantor (in the case respect of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, LuxembourgNotes issued by Piraeus PLC) and, immediately following their destruction, send to the Issuer with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under pursuant to subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or the Guarantor (in respect of Notes issued by Piraeus PLC) or any of its Subsidiaries Subsidiary of the Issuer or the Guarantor (if applicable) and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the such record available to the Issuer relevant Issuer, the Guarantor (in respect of Notes issued by Piraeus PLC) and any persons authorised by it either of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 11.5 All records and certificates made or given pursuant to this Clause and Clause 12 shall make a distinction between Notes, Coupons and Talons of each Series. 11.6 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount Amount represented by it by the amount so redeemed or purchased and cancelled and (b) in the case of any Global Note which is a 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, provided that, in the case of a purchase or cancellation, the Issuer has notified the Agent of the same in accordance with Clause 12.1subclause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a an NGN, and in the case of any Registered Global Note 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 of the same in accordance with Clause 12.1clause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer relevant Issuer, the Guarantor and the 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Bearer Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer Issuers a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor, the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The relevant Issuer authorises and instructs (a) the Principal Paying Agent is authorised by the Issuer and instructed to (ai) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled and cancelled, (bii) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, and (b) the Registrar, in the case of any Registered Global Note, to endorse or to arrange for the endorsement of the Registered Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased and cancelled as the case may be; provided, that, in the case of a purchase or cancellation, the relevant Issuer has notified the Principal Paying Agent or the Registrar, as the case may be, of the same in accordance with Clause 12.1subclause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant Issuer, the Guarantor (where the relevant Issuer is TI Finance) or any of its their respective Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 11.2 The Principal Paying Agent shall deliver to the relevant Issuer as soon as reasonably practicable and in any event within three months after the date of each repaymentTrustee, payment, cancellation or replacement, as the case may beupon written request, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Principal Paying Agent shall destroy all cancelled Notes, Notes Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately written request following their destruction, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2sub-clause 11.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or the Guarantor (where the relevant Issuer is TI Finance) or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer, the Guarantor (where the relevant Issuer is TI Finance), the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a an 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 relevant Issuer has notified the Principal Paying Agent of the same in accordance with Clause 12.1sub-clause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes and Exchangeable Bearer Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Principal Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer 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: (aA) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (bB) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (cC) the aggregate amount paid in respect of interest on the Notes; (dD) the total number by maturity date of Coupons and Talons cancelled; and; (eE) (in the case of Definitive NotesBearer Notes and Certificates) the serial numbers of the NotesNotes and Certificates; and (F) the aggregate principal amount of Notes (if any) which have been purchased by or on behalf of the Issuer or any of its Subsidiaries and cancelled together with (in the case of Definitive Bearer Notes and Certificates) the serial numbers of the Notes and Certificates and (in the case of Bearer Notes in definitive form) the total number (where applicable, of each denomination) by maturity date of the Coupons and Talons attached to them or delivered with them. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Bearer Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and Certificates and, immediately as soon as reasonably practicable following their destruction, upon request, the Principal Paying Agent shall send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Bearer Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed and the Registrar shall send to the Issuer a certificate stating the serial number of the Certificates destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2Clause 14.2, the Principal Paying Agent shall keep a full and complete record of all Bearer Notes, Coupons and Coupons, Talons (other than serial numbers of Coupons) and Certificates and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Bearer Notes, Coupons Coupons, Talons or Talons Certificates issued in substitution for mutilated, defaced, destroyed, lost or stolen Bearer Notes, Coupons Coupons, Talons or TalonsCertificates. 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer Issuer, the Trustee and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a NGNan NGN or Registered Notes 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 of the same in accordance with Clause 12.114.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Upon the Issuer’s request, the Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Upon the Issuer’s request and following the authorisation of both ICSDs, the Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, request immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global redeemed or (in the case of Subordinated Notes which are exchanged in fullonly) substituted for Qualifying Notes pursuant to Condition 9 of the Subordinated Notes, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged substituted, paid or paidexchanged. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as Agent. If the Issuer purchases any of its Notes for cancellation through the Agent, the Issuer shall provide the Agent may specifyinstructions in the form agreed to by the Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent no later than two Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by the Agent, it will request the immediate cancellation of the Notes. 12.2 The Agent shall deliver to the Issuer 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 A certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed or, as the case may be, substituted and (if applicable) the aggregate amount paid amounts in respect of themCoupons which have been paid; (b) the number serial numbers of Notes cancelled together (in the case of such Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect total numbers (where applicable, of interest on the Noteseach denomination) by maturity date of such Coupons; (d) the aggregate amount of interest paid (and the due dates of such payments) on Global Notes; (e) the aggregate nominal amount of Notes (if any) which have been purchased for cancellation by or on behalf of the Issuer or any of its Subsidiaries and cancelled (subject to delivery thereof to the Agent) and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of the Coupons and Talons cancelled; and(if any) attached thereto or surrendered therewith; (ef) the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons which have been so surrendered and replaced and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of such Coupons and Talons (if any); (g) the total number (where applicable, of each denomination) by maturity date of unmatured Coupons missing from Notes in the case of Definitive Notes) definitive form bearing interest at a fixed rate which have been redeemed or surrendered and replaced and the serial numbers of the NotesNotes in definitive form to which such missing unmatured Coupons appertained; and (h) the total number (where applicable, of each denomination) by maturity date of Talons which have been exchanged for further Coupons, shall be given to the Issuer and the Trustee by the Agent as soon as possible and in any event within four months after the date of such repayment or, as the case may be, payment or exchange. 12.3 The Agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the Issuer and the Trustee with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 Without prejudice to the obligations of the Agent under pursuant to subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, substitution, purchase by or on behalf of the Issuer or any of its Subsidiaries and cancellation, cancellation or payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for lost, stolen, mutilated, defaced, destroyed, lost defaced or stolen destroyed Notes, Coupons or Talons. The Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten six 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. The Agent shall at all reasonable times make the record such records available to the Issuer Issuer, the Trustee and any persons authorised by it either of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 All records and certificates made or given pursuant to this clause and Clause 13 shall make a distinction between Notes, Coupons and Talons of each Series. 12.6 The Agent is authorised by the Issuer and instructed to (a) in the case of any a Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed redeemed, substituted or purchased and cancelled and (b) in the case of any a Global Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption redemption, substitution or purchase and cancellation, as the case may be; provided, provided that, in the case of a purchase or cancellation, the Issuer has notified the Agent of the same in accordance with Clause 12.110.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer or any Subsidiary of its Subsidiaries the relevant Issuer and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 15.2 The Principal Paying Agent shall deliver to the relevant Issuer and the Trustee as soon as reasonably practicable and in any event within three months after the date of each such repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount amounts paid in respect thereof and the aggregate amounts in respect of themCoupons which have been paid; (b) the number serial numbers of Notes cancelled together (in the case of such Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with themform distinguishing between Bearer Notes and Registered Notes; (c) the aggregate amount paid in respect total numbers (where applicable, of interest on the Noteseach denomination) by maturity date of such Coupons; (d) the total number by maturity date aggregate amount of Coupons interest paid (and Talons cancelled; andthe due dates of such payments) on Global Notes and/or on Definitive Registered Notes; (e) the aggregate nominal amount of Notes (if any) which have been purchased by or on behalf of the relevant Issuer or any Subsidiary of the relevant Issuer and cancelled and the serial numbers of such Notes in definitive form and, in the case of Definitive Bearer Notes, the total number (where applicable, of each denomination) by maturity date of the Coupons and Talons attached thereto or surrendered therewith; (f) the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons which have been so exchanged or surrendered and replaced and the serial numbers of such Definitive Notes and the total number (where applicable, of each denomination) by maturity date of such Coupons and Talons; (g) the total number (where applicable, of each denomination) by maturity date of the unmatured Coupons missing from Definitive Bearer Notes bearing interest at a fixed rate which have been redeemed or exchanged or surrendered and replaced and the serial numbers of the NotesDefinitive Bearer Notes to which such missing unmatured Coupons appertained; and (h) the total number (where applicable, of each denomination) by maturity date of Talons which have been exchanged for further Coupons. 12.3 15.3 The Principal Paying Agent shall shall, unless otherwise instructed in writing by the relevant Issuer or the Trustee, destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionforthwith upon request, send to furnish the relevant Issuer with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under pursuant to subclause 12.215.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or any Subsidiary of its Subsidiaries the relevant Issuer and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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 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. The Principal Paying Agent shall at all reasonable times make the such record available to the Issuer relevant Issuer, the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 15.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a 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 relevant Issuer has notified the Principal Paying Agent of the same in accordance with Clause 12.1subclause 15.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Fiscal Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Fiscal Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Fiscal Agent or as the Fiscal Agent may specify. 12.2 The Fiscal Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Fiscal Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Fiscal Agent under subclause 12.2, the Fiscal Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Fiscal 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. The Fiscal Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Fiscal Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg Clearstream 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 Fiscal Agent of the same in accordance with Clause subclause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 ‌ 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify.specify.‌ 12.2 11.2 The Agent shall shall, at the request of the Issuer, deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, at the request of the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.and

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer relevant Issuer, with a copy to the Guarantor, 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) 14.2.1 the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) 14.2.2 the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) 14.2.3 the aggregate amount paid in respect of interest on the Notes; (d) 14.2.4 the total number by maturity date of Coupons and Talons cancelled; and (e) 14.2.5 (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer relevant Issuer, upon written request, with a copy to the Guarantor, a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2Clause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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 10 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer relevant Issuer, the Guarantor or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 A certificate stating: (a) 12.2.1 the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) 12.2.2 the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) 12.2.3 the aggregate amount paid in respect of interest on the Notes; (d) 12.2.4 the total number by maturity date of Coupons and Talons so cancelled; and (e) 12.2.5 (in the case of Definitive NotesNotes in definitive form) the serial numbers of the such Notes., 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the relevant Issuer and the Guarantor with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause pursuant to Clause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Condition 10) and of all replacement Notes, Coupons or Talons (in the case of Definitive Bearer Notes) issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the such record available to the relevant Issuer and the Guarantor and any persons authorised by it any of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 All records and certificates made or given pursuant to this Clause 12 and Clause 13 shall make a distinction between Notes, Coupons and Talons of each Series. 12.6 The Agent is authorised by the each Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg Clearstream 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred in whole, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Issuing and Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Issuing and Principal Paying Agent or as the Issuing and Principal Paying Agent may specify.specify.‌ 12.2 14.2 The Issuing and Principal Paying Agent shall shall, upon request, deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them;them;‌ (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 12.3 14.3 The Issuing and Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructiondestruction and, upon written request of the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Issuing and Principal Paying Agent under subclause 12.214.2, the Issuing and Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Issuing and 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 10 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. The Subject to its confidentiality obligations to its other clients, the Issuing and Principal Paying Agent shall at all reasonable times make the record available to the Issuer Issuer, the Guarantor and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. All records and certificates made or given pursuant to this clause 14 and clause 15 shall make a distinction between Notes (in the case of Definitive Notes), Coupons and Talons of each separate Series (if any) and between different denominations of Notes of the same Series. 12.5 14.5 The Issuing and Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Temporary Bearer Global Note or Permanent Bearer Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.cancelled.‌

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Relevant Issuer and the Guarantors shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer Relevant Issuer, any Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 (apart from the Agent) shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall shall, upon written request of the Relevant Issuer or the Trustee, as the case may be, deliver to the Issuer Relevant Issuer, the Guarantors and the 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of written request from the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionRelevant Issuer, send to the Relevant Issuer and the Guarantors a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Relevant Issuer or any Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer Relevant Issuer, the Guarantors, the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Relevant Issuer and each Guarantor and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Relevant Issuer has and the Guarantors have notified the Agent of the same in accordance with Clause 12.1subclause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered may, in accordance with Condition 8.7, surrender to a any Paying Agent for cancellationor the Registrar any Notes, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall and such Notes, Coupons or Talons shall, to the extent that the Issuer indicates in writing the same to the relevant Paying Agent, be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Fiscal Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Fiscal Agent or as the Fiscal Agent may specify. 12.2 14.2 The Fiscal Agent shall deliver to the Issuer 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 beif requested, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Fiscal Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately if requested, following their destruction, send to the Issuer promptly after such request a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Fiscal Agent under subclause 12.214.2, the Fiscal Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Fiscal 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. The Fiscal Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Fiscal Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Note which is a 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 becancelled; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with Clause 12.1subclause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, full and all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer and the Guarantor shall immediately notify the Agent in writing of all Notes which are purchased on behalf of either Issuer, the Issuer Guarantor or any of its Subsidiaries Subsidiary, and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall deliver to the relevant Issuer and the 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer upon written request a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.2clause 11.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of a relevant Issuer or the Issuer Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor, the Trustee and any persons authorised by it them for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1clause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer and the Guarantors shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer Issuer, Guarantors or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall upon request deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, and upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, request send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its the Guarantors or any of their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times during local business hours make the record available to the Issuer Issuer, each Guarantor, the Trustee and any persons authorised by it any of them for inspection and and, at the applicant's expense, for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1clause 11.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 ‌‌ 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify.specify.‌ 12.2 11.2 The Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.211.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 11.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.111.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a In 15.2 The Principal Paying Agent for cancellationshall, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with themupon request, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Agent shall deliver to the Issuer and the Trustee as soon as reasonably practicable and in any event within three months one month after the date end of each calendar quarter during which any repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid amounts in respect of themCoupons which have been paid; (b) the number serial numbers of Notes cancelled together (in the case of such Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect total numbers (where applicable, of interest on the Noteseach denomination) by maturity date of such Coupons; (d) the total number by maturity date aggregate amount of Coupons interest paid (and Talons cancelled; andthe due dates of such payments) on Global Notes and/or Definitive Registered Notes; (e) (the serial numbers of such Notes in definitive form and, in the case of Definitive Bearer Notes, the total number (where applicable, of each denomination) by maturity date of the Coupons and Talons attached thereto or surrendered therewith; (f) the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons which have been so surrendered and replaced and the serial numbers of such Notes in definitive form and the Notestotal number (where applicable, of each denomination) by maturity date of such Coupons and Talons; and (g) the total number (where applicable, of each denomination) by maturity date of Talons which have been exchanged for further Coupons. 12.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, upon request, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.215.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times during local office hours make the record available to the Issuer Issuer, the Trustee and any persons authorised by it any of them for inspection and and, at the applicant's expense, for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 13.1 All Notes which are redeemed, all Global Notes which are exchanged redeemed or substituted in fullaccordance with the Conditions, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged substituted, paid or paidexchanged. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer or any Subsidiary of its Subsidiaries the relevant Issuer and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 13.2 A certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of such Notes, shall be given to the Notesrelevant Issuer by the Agent as soon as reasonably practicable and in any event within three months after the date of such repayment, payment, cancellation or replacement, as the case may be. 12.3 13.3 The Agent is authorised and instructed to (a) in the case of any Global Note which is a CGN Temporary Global Note or CGN Permanent Global Note to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed, substituted or purchased and cancelled and (b) in the case of any Global Note which a NGN Temporary Global Note or NGN Permanent Global Note, to instruct Euroclear and Clearstream, Luxembourg (in accordance with the provisions of Appendix B (Duties under the Issuer-ICSDs Agreement) to make the appropriate entries in their records to reflect such redemption, substitution or purchase or cancellation, as the case may be (which instructions shall be accompanied by evidence satisfactory to the Agent that the relevant Issuer is entitled to give such instructions). 13.4 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the relevant Issuer with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 13.5 Without prejudice to the obligations of the Agent under subclause 12.2pursuant to Clause 13.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or any of its Subsidiaries Subsidiary of the relevant Issuer and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the such record available to the relevant Issuer and any persons authorised by it either of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 The Agent is authorised by the Issuer 13.6 All records and instructed certificates made or given pursuant to (a) in the case this Clause and Clause 14 shall make a distinction between Notes, Coupons and Talons of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1each Series.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) or any of its Subsidiaries their respective subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 (2) If the Issuer purchases any of its Notes 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 Notes 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 Notes are intended to be purchased and cancelled. Once the Notes have been received by the Principal Paying Agent, it will request the immediate cancellation of the Notes. (3) The Principal Paying Agent shall deliver to the relevant Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 (4) The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 (5) Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2(3), the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) or any of its Subsidiaries their respective subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor (in the case of Guaranteed Notes) and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 (6) The Principal Paying Agent (and, in the case of (a), the CMU Lodging and Paying Agent) is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note in respect of any Notes other than CMU Notes which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer relevant Issuer, the Guarantor or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify.Agent.‌ 12.2 The Agent shall deliver to the Issuer 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 A certificate stating:stating:‌ (a) 12.2.1 the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) 12.2.2 the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) 12.2.3 the aggregate amount paid in respect of interest on the Notes; (d) 12.2.4 the total number by maturity date of Coupons and Talons so cancelled; and (e) 12.2.5 (in the case of Definitive NotesNotes in definitive form) the serial numbers of such Notes, shall be given to the Notesrelevant Issuer and the Guarantor by the Agent as soon as reasonably practicable and in any event within three months after the date of such repayment or, as the case may be, payment or exchange. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the relevant Issuer and the Guarantor with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.so destroyed.‌ 12.4 Without prejudice to the obligations of the Agent under subclause pursuant to Clause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Condition 10) and of all replacement Notes, Coupons or Talons (in the case of Definitive Bearer Notes) issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the such record available to the relevant Issuer and the Guarantor and any persons authorised by it any of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom.‌ 12.5 All records and certificates made or given pursuant to this Clause 12 and Clause 13 shall make a distinction between Notes, Coupons and Talons of each Series. 12.5 12.6 The Agent is authorised by the each Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg Clearstream 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered may, in accordance with Condition 8.7, surrender to a any Paying Agent for cancellationor the Registrar any Notes, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall and such Notes, Coupons or Talons shall, to the extent that the Issuer indicates in writing the same to the relevant Paying Agent, be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Fiscal Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Fiscal Agent or as the Fiscal Agent may specify. 12.2 15.2 The Fiscal Agent shall deliver to the Issuer 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 beif requested, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 15.3 The Fiscal Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately if requested, following their destruction, send to the Issuer promptly after such request a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 15.4 Without prejudice to the obligations of the Fiscal Agent under subclause 12.215.2, the Fiscal Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Fiscal Agent shall in respect of the and 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. The Fiscal Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 15.5 The Fiscal Agent is authorised by the Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a NGNNGN and in the case of any Registered Global Note 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 Fiscal Agent of the same in accordance with Clause 12.1subclause 15.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 13.1 All Notes which are redeemed, all Global Notes which are exchanged redeemed or substituted in fullaccordance with the Conditions, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer or the Guarantor (in respect of Notes issued by Alpha PLC) or any Subsidiary of its Subsidiaries the Issuer or the Guarantor (if applicable) and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 13.2 A certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of such Notes, shall be given to the Notesrelevant Issuer and the Guarantor (in respect of Notes issued by Alpha PLC) by the Agent as soon as reasonably practicable and in any event within three months after the date of such repayment, payment, cancellation or replacement, as the case may be. 12.3 13.3 The Agent is authorised and instructed to (a) in the case of any Global Note which is a CGN Temporary Global Note or CGN Permanent Global Note to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which a NGN Temporary Global Note or NGN Permanent Global Note, to instruct Euroclear and Clearstream, Luxembourg (in accordance with the provisions of Appendix B (Duties under the Issuer-ICSDs Agreement) to make the appropriate entries in their records to reflect such redemption or purchase or cancellation, as the case may be, (which instructions shall be accompanied by evidence satisfactory to the Agent that the Issuer is entitled to give such instructions). 13.4 The Agent shall destroy all cancelled Notes, Coupons and Talons and, forthwith upon destruction, furnish the relevant Issuer and the Guarantor (in the case respect of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, LuxembourgNotes issued by Alpha PLC) and, immediately following their destruction, send to the Issuer with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 13.5 The Agent may instruct the Common Safekeeper to destroy each cancelled NGN Temporary Global Note and NGN Permanent Global Note in which case, upon receipt of confirmation of destruction from the Common Safekeeper, the Agent shall furnish the Trustee with a copy of such confirmation (provided that, if the Agent is the Common Safekeeper, the Agent shall destroy each NGN Temporary Global Note and NGN Permanent Global Note and furnish the Trustee with confirmation of such destruction). 13.6 Without prejudice to the obligations of the Agent under subclause 12.2pursuant to Clause 13.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or the Guarantor (in respect of Notes issued by Alpha PLC) or any of its Subsidiaries Subsidiary of the Issuer or the Guarantor (if applicable) and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the such record available to the Issuer relevant Issuer, the Guarantor (in respect of Notes issued by Alpha PLC) and any persons authorised by it either of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 The Agent is authorised by the Issuer 13.7 All records and instructed certificates made or given pursuant to (a) in the case this Clause and Clause 14 shall make a distinction between Notes, Coupons and Talons of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1each Series.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 (2) The Agent shall shall, at the request of the Issuer, deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 (3) The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 (4) Without prejudice to the obligations of the Agent under subclause 12.2(2), the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 (5) The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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, provided that, in the case of a purchase or cancellation, the Issuer has notified the Agent of the same in accordance with Clause 12.1clause 11(1).

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionrequest, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a NGNNGN and in the case of any Registered Global Note 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 of the same in accordance with Clause 12.1subclause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 ‌ 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer and the Guarantors shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer Issuer, a Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.‌ 12.2 15.2 The Principal Paying Agent shall deliver to the Issuer and the 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:stating:‌ (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.serial‌ 12.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2sub-clause 15.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer Issuer, the Guarantors or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer Issuer, the Guarantors, the Trustee and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 12.5 15.5 The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a NGNNGN and in the case of any Registered Global Note 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 of the same in accordance with Clause 12.1sub-clause 15.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.‌ 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer relevant Issuer, with a copy to the Guarantor, 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:stating:‌ (a) 14.2.1 the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) 14.2.2 the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) 14.2.3 the aggregate amount paid in respect of interest on the Notes; (d) 14.2.4 the total number by maturity date of Coupons and Talons cancelled; and (e) 14.2.5 (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer relevant Issuer, upon written request, with a copy to the Guarantor, a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.destroyed.‌ 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2Clause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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 10 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled as soon as reasonably practicable thereafter by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately (as soon as reasonably practicable) notify the Principal Paying Agent and the Registrar in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionif so requested by the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.2Clause 14.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1cancelled.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the Issuer and the 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date (if applicable) of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, ; (a) all Global Definitive Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled purchased by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any Subsidiary of its Subsidiaries the Issuer and all such Notes surrendered to a Paying Agent for cancellation; (b) all Notes which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 16; (c) all Coupons paid in accordance with the Conditions or which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 16; and (d) all Talons exchanged for further Coupons in accordance with the Conditions or which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 16, (together (in each case with, in the case of Definitive Notes) with , all unmatured Coupons and Talons attached thereto or Talons (if anydelivered therewith) attached to them or surrendered with them, shall be cancelled forthwith by the Paying Agent to Agent(s) by or through which they are surrenderedredeemed, paid or exchanged (as the case may be). Each of the The Paying Agents Agent(s) shall give promptly send to the Agent the details required by the Agent for the purposes of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons this Clause. 11.2 Subject to the Agent or as Agent's receipt of the information described in subclause 11.1 above (where applicable), the Agent may specify. 12.2 The Agent shall deliver to the Issuer as soon as reasonably practicable possible, and in any event within three months after the date end of each repaymentmonth during which such redemption or purchase and cancellation, payment, cancellation or replacementpayment or, as the case may be, exchange, takes place, furnish the Issuer and the Trustee with a certificate stating: (a) the aggregate nominal amount of Definitive Notes which have been redeemed and the aggregate amount paid in respect thereof and the aggregate amounts paid in respect of themCoupons respectively which have been paid; (b) the number serial numbers of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with themsuch Definitive Notes; (c) the aggregate amount paid in respect total numbers by maturity date of interest on the Notessuch Coupons; (d) the serial numbers of those Definitive Notes (if any) which have been purchased by or on behalf of the Issuer or any subsidiary of the Issuer and cancelled and the total number and maturity dates of the Coupons and Talons attached thereto or surrendered therewith; (e) the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons and the number of Talons which have been surrendered and replaced and the serial numbers of such Notes which are Definitive Notes and the total number by maturity date of such Coupons and Talons cancelledTalons; (f) the aggregate nominal amount of Notes represented by any Global Notes (and the Series and Issue Date thereof) which have been redeemed and the aggregate amounts paid in respect thereof; and (eg) the aggregate nominal amount of Notes represented by any Global Note (and the Series and Issue Date thereof) which have been purchased as aforesaid and cancelled. 11.3 The Agent or any other Paying Agents authorised by the Agent shall, unless otherwise instructed by the Issuer or the Trustee, destroy all cancelled Definitive and Global Notes, Coupons and Talons in its possession and furnish, upon request by the Issuer and/or the Trustee, the Issuer and the Trustee with a destruction certificate which shall, in the case of Definitive Notes) , give particulars of Coupons and Talons attached thereto or surrendered therewith and list the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled NotesDefinitive Notes in numerical sequence, Coupons and Talons (in the case of Global NotesCoupons, upon receipt show the total number, maturity dates and the total face value of the disposal authorisation from Euroclear or Clearstream, Luxembourg) such Coupons and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) Talons, the total number and the number by maturity date of Coupons and Talons destroyeddates thereof. 12.4 Without prejudice 11.4 Subject to receipt by the obligations Agent of the Agent under subclause 12.2relevant information, the Agent shall keep a full and complete record of all Definitive and Global Notes, Coupons and Talons (other than the serial numbers number of Coupons) and of their redemption, purchase on behalf of the Issuer and cancellation or any of its Subsidiaries and cancellation, payment or replacement exchange (as the case may be) and of all replacement Definitive and Global Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyedlost, lost stolen or stolen destroyed Definitive and Global Notes, Coupons or TalonsTalons and shall make such record available at all reasonable times during normal business hours to the Issuer, the Trustee and any other Paying Agents. The Notwithstanding the foregoing, the Agent shall in respect not be required to keep a record of the Coupons of each serial numbers and maturity retain (in the case dates of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such and Talons except as regards unmatured Coupons and (Talons not attached to or surrendered with Definitive Notes presented for redemption or purchased and presented for cancellation, matured Coupons that remain unpaid and Coupons and Talons in place of which replacement Coupons and Talons have been issued and replacement Coupons and Talons. 11.5 The Issuer shall procure that the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list Agent will be notified of the serial numbers of Coupons the Definitive Notes which are issued and the same shall form the basis of that maturity still remaining unpaid or unexchanged. The Agent shall at all reasonable times make the record available to be kept by the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from itAgent. 12.5 11.6 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which whic h is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with this Clause 12.111.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 The Agent shall shall, at the request of the Issuer, deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, at the request of the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer relevant Issuer, the Guarantor or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 A certificate stating: (a) 12.2.1 the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) 12.2.2 the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) 12.2.3 the aggregate amount paid in respect of interest on the Notes; (d) 12.2.4 the total number by maturity date of Coupons and Talons so cancelled; and (e) 12.2.5 (in the case of Definitive NotesNotes in definitive form) the serial numbers of the such Notes., 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the relevant Issuer and the Guarantor with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause pursuant to Clause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Condition 10) and of all replacement Notes, Coupons or Talons (in the case of Definitive Bearer Notes) issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the such record available to the relevant Issuer and the Guarantor and any persons authorised by it any of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 All records and certificates made or given pursuant to this Clause 12 and Clause 13 shall make a distinction between Notes, Coupons and Talons of each Series. 12.6 The Agent is authorised by the each Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg Clearstream 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 relevant Issuer has notified the Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, and such Notes 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall shall, upon request, deliver to the Issuer 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 bepracticable, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionrequest, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a NGNan NGN and in the case of any Registered Global Note 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 of the same in accordance with Clause 12.1subclause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.‌ 12.2 14.2 The Principal Paying Agent shall deliver to the relevant Issuer 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:stating:‌ (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionrequest, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed.destroyed.‌ 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a NGNNGN and in the case of any Registered Global Note 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 relevant Issuer or the Guarantor (as the case may be) has notified the Principal Paying Agent of the same in accordance with Clause 12.1subclause 14.1. 14.6 If an Issuer purchases any of its Notes for cancellation, the relevant Issuer shall provide the Principal Paying Agent instructions in the form agreed to by the Principal Paying Agent confirming the details of the Notes to be purchased. The relevant Issuer shall provide the instructions to the Principal Paying Agent no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by the Principal Paying Agent, it will request the immediate cancellation of the Notes. If an Issuer or any of its Subsidiaries purchase any Notes for which it will procure cancellation itself, the relevant Issuer shall as soon as reasonably practicable notify the Principal Paying Agent of the principal amount of those Notes it has purchased (and, if such Notes are in definitive form, send them to the Principal Paying Agent) and the Principal Paying Agent shall as soon as reasonably practicable notify the relevant clearing system(s).

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Relevant Issuer shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 11.2 The Agent shall deliver to the Issuer Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor and the Trustee as soon as reasonably practicable possible and in any event within three four months after the date of each such repayment, payment, cancellation or replacement, as the case may be, a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount amounts paid in respect thereof and the aggregate amounts in respect of themCoupons which have been paid; (b) the number serial numbers of Notes cancelled together (in the case of such Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect total numbers (where applicable, of interest on the Noteseach denomination) by maturity date of such Coupons; (d) the total number by maturity date aggregate amount of Coupons interest paid (and Talons cancelled; andthe due dates of such payments) on Global Notes; (e) the aggregate nominal amount of Notes (if any) which have been purchased by or on behalf of the Relevant Issuer, (in the case of Definitive Guaranteed Notes) the Guarantor or any of their respective Subsidiaries and cancelled and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of the Coupons and Talons attached thereto or surrendered therewith; (f) the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons which have been so exchanged or surrendered and replaced and the serial numbers of such Notes in definitive form and the total number (where applicable, of each denomination) by maturity date of such Coupons and Talons; and (g) the total number (where applicable, of each denomination) by maturity date of unmatured Coupons missing from notes in definitive form bearing interest at a fixed rate which have been redeemed or exchanged or surrendered and replaced and the serial numbers of the NotesNotes in definitive form to which such missing unmatured Coupons appertained; and (h) the total number (where applicable, of each denomination) by maturity date of Talons which have been exchanged for further Coupons. 12.3 11.3 The Agent shall destroy all cancelled Notes, Coupons and Talons and, forthwith upon destruction, furnish the Relevant Issuer and (in the case of Global Guaranteed Notes, upon receipt of ) the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer Guarantor with a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 11.4 Without prejudice to the obligations of the Agent under subclause 12.2pursuant to Subclause 11.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the Issuer Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor or any of its their respective Subsidiaries and cancellation, payment payment, exchange or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The Agent shall shall, in respect of the Coupons of each maturity where the relevant Note is redeemed prior to its maturity date, 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. The Agent shall at all reasonable times make the such record available to the Issuer Relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the Trustee and any persons authorised by it either of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 12.5 11.5 The Agent is authorised by the Relevant Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Relevant Issuer has notified the Agent of the same in accordance with Clause 12.111.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer and the Guarantors shall immediately notify the Agent and the Trustee in writing of all Notes which are purchased on behalf of the Issuer Issuer, the Guarantors or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 If the Notes are cancelled in accordance with this clause 12, the Principal Paying Agent shall promptly inform the Luxembourg Stock Exchange (as long and if such Notes are listed on the Luxembourg Stock Exchange) of any cancellation of the Notes. 12.3 The Agent shall deliver to the Issuer and the 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 12.4 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer and the Trustee a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 12.5 Without prejudice to the obligations of the Agent under subclause 12.212.3, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer Issuer, any Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer Issuer, the Guarantors, the Trustee and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 12.6 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1clause12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. 12.2 14.2 The Principal Paying Agent shall deliver to the relevant Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notesand, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destructionrequest, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer relevant Issuer, the Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer relevant Issuer, the Guarantor and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 14.5 The Principal Paying Agent is authorised by the relevant Issuer and instructed to (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note 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 Bearer Global Note which is a NGNNGN and in the case of any Registered Global Note 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 relevant Issuer or the Guarantor (as the case may be) has notified the Principal Paying Agent of the same in accordance with Clause 12.1subclause 14.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. ‌ 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify.specify.‌ 12.2 The Agent shall shall, at the request of the Issuer, deliver to the Issuer 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, at the request of the Issuer, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 Without prejudice to the obligations of the Agent under subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause subclause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In addition, the Issuer and the Guarantor shall immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the Issuer or any of its Subsidiaries the Guarantor and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled by the Paying Agent to which they are surrendered. Each of the other Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specifyAgent. 12.2 The Agent shall deliver to the Issuer 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 A certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of such Notes, shall be given to the NotesIssuer by the Agent as soon as reasonably practicable and in any event upon written request within three months after the date of such repayment or, as the case may be, payment or exchange. 12.3 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their forthwith upon destruction, send to furnish the Issuer upon written request with a certificate stating of the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons so destroyed. 12.4 Without prejudice to the obligations of the Agent under pursuant to subclause 12.2, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the Issuer or any of its Subsidiaries the Guarantor and cancellation, payment or replacement exchange (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.all

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured 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 Notes, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify.specify.‌ 12.2 15.2 The Principal Paying Agent shall deliver to the Issuer 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, upon written request a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 12.3 The 15.3 Upon request made by the Issuer, the Principal Paying Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 12.215.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, 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. The Principal Paying Agent shall at all reasonable times make the record available to the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 12.5 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer and the Guarantors shall immediately notify the Agent and the Trustee in writing of all Notes which are purchased on behalf of the Issuer Issuer, the Guarantors or any of its their respective Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured 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 Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify. 12.2 If the Notes are cancelled in accordance with this clause 12, the Principal Paying Agent shall promptly inform the Luxembourg Stock Exchange (as long and if such Notes are listed on the Luxembourg Stock Exchange) of any cancellation of the Notes. 12.3 The Agent shall deliver to the Issuer and the 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 Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 12.3 12.4 The Agent shall destroy all cancelled Notes, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, immediately following their destruction, send to the Issuer and the Trustee a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Coupons and Talons destroyed. 12.4 12.5 Without prejudice to the obligations of the Agent under subclause 12.212.3, the Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer Issuer, any Guarantor or any of its their respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Coupons or Talons. The 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. The Agent shall at all reasonable times make the record available to the Issuer Issuer, the Guarantors, the Trustee and any persons authorised by it either of them for inspection and for the taking of copies of it or extracts from it. 12.5 12.6 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with Clause clause 12.1.

CANCELLATION OF NOTES, COUPONS AND TALONS. 12.1 11.1 All Notes which are redeemed, ; (a) all Global Definitive Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled purchased by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any Subsidiary of its Subsidiaries the Issuer and all such Notes surrendered to a Paying Agent for cancellation; (b) all Notes which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 16; (c) all Coupons paid in accordance with the Conditions or which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 16; and (d) all Talons exchanged for further Coupons in accordance with the Conditions or which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 16, (together (in each case with, in the case of Definitive Notes) with , all unmatured Coupons and Talons attached thereto or Talons (if anydelivered therewith) attached to them or surrendered with them, shall be cancelled forthwith by the Paying Agent to by or through which they are surrenderedredeemed, paid or exchanged (as the case may be). Each of the The Paying Agents Agent shall give promptly send to the Agent the details required by the Agent for the purposes of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons this Clause. 11.2 Subject to the Agent or as Agent's receipt of the information described in subclause 11.1 above (where applicable), the Agent may specify. 12.2 The Agent shall deliver to the Issuer as soon as reasonably practicable possible, and in any event within three months after the date end of each repaymentmonth during which such redemption or purchase and cancellation, payment, cancellation or replacementpayment or, as the case may be, exchange, takes place, furnish the Issuer and the Trustee with a certificate stating: (a) the aggregate nominal amount of Definitive Notes which have been redeemed and the aggregate amount paid in respect thereof and the aggregate amounts paid in respect of themCoupons respectively which have been paid; (b) the number serial numbers of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Coupons or Talons attached to them or delivered with themsuch Definitive Notes; (c) the aggregate amount paid in respect total numbers by maturity date of interest on the Notessuch Coupons; (d) the serial numbers of those Definitive Notes (if any) which have been purchased by or on behalf of the Issuer or any subsidiary of the Issuer and cancelled and the total number and maturity dates of the Coupons and Talons attached thereto or surrendered therewith; (e) the aggregate nominal amounts of Notes and the aggregate amounts in respect of Coupons and the number of Talons which have been surrendered and replaced and the serial numbers of such Notes which are Definitive Notes and the total number by maturity date of such Coupons and Talons cancelledTalons; (f) the aggregate nominal amount of Notes represented by any Global Notes (and the Series and Issue Date thereof) which have been redeemed and the aggregate amounts paid in respect thereof; and (eg) the aggregate nominal amount of Notes represented by any Global Note (and the Series and Issue Date thereof) which have been purchased as aforesaid and cancelled. 11.3 The Agent or any other Paying Agent authorised by the Agent shall, unless otherwise instructed by the Issuer or the Trustee, destroy all cancelled Definitive and Global Notes, Coupons and Talons in its possession and furnish, upon request by the Issuer and/or the Trustee, the Issuer and the Trustee with a destruction certificate which shall, in the case of Definitive Notes) , give particulars of Coupons and Talons attached thereto or surrendered therewith and list the serial numbers of the Notes. 12.3 The Agent shall destroy all cancelled NotesDefinitive Notes in numerical sequence, Coupons and Talons (in the case of Global NotesCoupons, upon receipt show the total number, maturity dates and the total face value of the disposal authorisation from Euroclear or Clearstream, Luxembourg) such Coupons and, immediately following their destruction, send to the Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) Talons, the total number and the number by maturity date of Coupons and Talons destroyeddates thereof. 12.4 Without prejudice 11.4 Subject to receipt by the obligations Agent of the Agent under subclause 12.2relevant information, the Agent shall keep a full and complete record of all Definitive and Global Notes, Coupons and Talons (other than the serial numbers number of Coupons) and of their redemption, purchase on behalf of the Issuer and cancellation or any of its Subsidiaries and cancellation, payment or replacement exchange (as the case may be) and of all replacement Definitive and Global Notes, Coupons or Talons issued in substitution for mutilated, defaced, destroyedlost, lost stolen or stolen destroyed Definitive and Global Notes, Coupons or TalonsTalons and shall make such record available at all reasonable times during normal business hours to the Issuer, the Trustee and any other Paying Agents. The Notwithstanding the foregoing, the Agent shall in respect not be required to keep a record of the Coupons of each serial numbers and maturity retain (in the case dates of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such and Talons except as regards unmatured Coupons and (Talons not attached to or surrendered with Definitive Notes presented for redemption or purchased and presented for cancellation, matured Coupons that remain unpaid and Coupons and Talons in place of which replacement Coupons and Talons have been issued and replacement Coupons and Talons. 11.5 The Issuer shall procure that the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list Agent will be notified of the serial numbers of Coupons the Definitive Notes which are issued and the same shall form the basis of that maturity still remaining unpaid or unexchanged. The Agent shall at all reasonable times make the record available to be kept by the Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from itAgent. 12.5 11.6 The Agent is authorised by the Issuer and instructed to (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note 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 Note which is a 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 Agent of the same in accordance with this Clause 12.111.