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

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall (except where the Paying Agent is the Agent) give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 12.2 The Agent shall shall, upon request, 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 themthem and/or (in the case of Physical Delivery Notes) Asset Amount delivered; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 12.3 The Agent shall destroy upon disposal authorisation from both ICSDs all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable upon request, immediately following their destruction and upon written requestdestruction, 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 Receipts, Coupons and Talons destroyed. 11.4 12.4 Without prejudice to the obligations of the Agent under subclause 11.212.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 12.5 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 11.1.and

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or 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 relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of any Issuer, the relevant Issuer Guarantor 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 Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two Agent. (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 or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 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 Receipts, 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 Receipts, 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 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. 11.3 (3) The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, 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 Receipts, Coupons and Talons so destroyed. 11.4 (4) Without prejudice to the obligations of the Agent under subclause 11.2pursuant to sub-clause (2), the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons, except those which have been replaced pursuant to Condition 10) and of their redemption, purchase by or on behalf of any Issuer or the relevant Issuer Guarantor or any of its Subsidiaries their respective subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 Issuer, the Guarantor and any persons authorised by it either of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer (5) All records and instructed certificates made or given pursuant to (a) in the case this clause and clause 13 shall make a distinction between Notes, Receipts, 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 relevant Issuer has notified the Agent of the same in accordance with clause 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled delivered outside the United States to the Agent, and shall be canceled by the Paying Agent by which they are redeemed, exchanged or paidAgent. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying the Agent for cancellation, together (in the case of Notes in Definitive Notesform) with all unmatured Receipts, Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled canceled 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two Agent. (2) Business Days prior The relevant Issuer shall have the right to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by request that the Agent or Paying Agentprovide, it will request without limitation, the immediate cancellation of the Notes. 11.2 The 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 statingfollowing information: (a) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled canceled together (in the case of Notes in definitive formDefinitive Notes, if any) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons cancelledso canceled; and (e) (in the case of Definitive Notes) , if any, the serial numbers of such Notes, which 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 or, as the case may be, payment or exchange. 11.3 (3) The Agent shall destroy all cancelled canceled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyedTalons. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the (4) The Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant 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, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 authorized by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer (5) All records and instructed certificates made or given pursuant to (a) in the case this Clause 12 and Clause 13 shall make a distinction between Notes, Receipts, 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 relevant Issuer has notified the Agent of the same in accordance with clause 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. . 14.2 The Issuer shall provide the instructions to the Agent or 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 Agent or Principal Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The Agent upon written request, 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 Bearer Notes in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date (if applicable) of Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and destruction, promptly upon written 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 (if applicable) of Receipts, Coupons and Talons destroyed. 11.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity (if applicable) 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 Issuer, 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. 11.5 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 11.1subclause 14.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (a) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts purchased by 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 relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant Issuer Bank or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellationaffiliates, together (in the case of Definitive Bearer Notes) with all unmatured Receipts, Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, may, at the election of the Bank, be canceled by the Bank. Where any Notes, Receipts, Coupons or Talons are purchased and canceled as aforesaid, the Bank shall make sure that all relevant details are promptly given to the applicable Paying Agent and that all Notes, Receipts, Coupons or Talons so canceled are delivered to the applicable Paying Agent. All Notes which are redeemed, all Receipts or Coupons which are paid and all Talons which are exchanged (which in the case of Bearer Notes, Receipts, Coupons or Talons shall be cancelled delivered outside the United States and its possessions) shall be canceled by the Paying Agent to by which they are surrenderedredeemed, paid or exchanged. Each of the Paying Agents shall give to the Agent applicable Registrar written details of all payments made by it and shall deliver a certificate of destruction for all cancelled canceled Notes, Receipts, Coupons and Talons to the Agent applicable Registrar or as the Agent may specify. If the Issuer purchases to any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions authorized from time to time in writing by the applicable Registrar to accept delivery of canceled Notes, Receipts, Coupons and Talons. (b) A certificate stating: (A) the aggregate principal amount of Notes which have been redeemed and the aggregate amount paid in respect thereof; (B) the number of Notes canceled, together (in the form agreed case of Definitive Bearer Notes) with details of all unmatured Receipts, Coupons or Talons (if any) attached thereto or delivered therewith; (C) the aggregate amount paid with respect to interest on the Notes; (D) the total number by maturity date of Receipts, Coupons and Talons so canceled; and (E) (in the case of Definitive Bearer Notes) the serial numbers of such Notes, shall be given to the Bank by the Agent or applicable Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 replacementsuch repayment or, as the case may be, payment or exchange. (c) Subject to being duly notified in due time, the applicable Paying Agent shall give a certificate to the Bank, within three months of the date of purchase and cancellation of Notes as aforesaid, stating: (aA) the aggregate nominal principal amount of Notes which have been redeemed so purchased and the aggregate amount paid in respect of themcanceled; (bB) the number serial numbers of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them;such Notes; and (c) the aggregate amount paid in respect of interest on the Notes; (dC) the total number by maturity date of the Receipts, Coupons and Talons cancelled; and(if any) appertaining thereto and surrendered therewith or attached thereto. (ed) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The applicable Paying Agent shall destroy (in accordance with its customary procedures) all cancelled canceled Notes, Receipts, Coupons and Talons (unless otherwise previously instructed by the Bank) and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, send to furnish the relevant Issuer Bank 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 Receipts, Coupons and Talons so destroyed. 11.4 (e) Without prejudice to the its obligations of the Agent under subclause 11.2pursuant to Section 19(b), the applicable Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Section 20 hereof) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or TalonsTalons pursuant to Section 20 hereof. 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 applicable Paying Agent shall at all reasonable times make the such record available to the relevant Issuer Bank and any persons authorised person authorized by it the Bank for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 (f) All records and certificates made or given pursuant to this Section 19 and Section 20 hereof shall make a distinction between Notes, Receipts, Coupons and Talons of each Series and Tranche, as appropriate. (g) The London Issuing Agent is authorised authorized by the relevant Issuer Bank 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 or Permanent Bearer Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased redeemed, repurchased 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 11.1cancelled.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemedredeemed or exchanged, all Global Registered Notes which are exchanged in fullhave transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, paid, exchanged or paidtransferred. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant 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 Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two Agent. (2) Business Days prior A certificate stating: (a) the aggregate nominal amount of Definitive Notes which have been repaid or redeemed and the aggregate amount paid in respect thereof and the aggregate amounts paid in respect of Receipts or Coupons respectively which have been paid; (b) the serial numbers of such Definitive Notes and Receipts distinguishing between Bearer Notes and Registered Notes; (c) the total number of each denomination by maturity date of such Receipts or Coupons; (d) the aggregate amount of interest paid (and the due dates of such payments) on Global Notes and/or Definitive Registered Notes; (e) the aggregate nominal amount of Definitive Notes (if any) which have been purchased by or on behalf of either BOI or BOIG or any Subsidiary thereof and cancelled and the serial numbers of such Definitive Notes and, in the case of Definitive Bearer Notes, the total number of each denomination by maturity date of the Receipts, Coupons and Talons attached thereto or surrendered therewith; (f) the aggregate nominal amount of Notes and the aggregate amounts in respect of Receipts, Coupons and the number of Talons which have been so surrendered and replaced and the serial numbers of such Notes in definitive form and the total number of each denomination by maturity date of such Receipts, Coupons and Talons; (g) the total number of each denomination by maturity date of unmatured Receipts or Coupons missing from Definitive Bearer Notes bearing interest at a fixed rate which have been repaid or surrendered and replaced and the serial numbers of the Definitive Bearer Notes to the date on which the missing unmatured Receipts or Coupons appertained; (h) the aggregate nominal amount of Notes are intended to be represented by any Global Note (and the Series and Issue Date thereof) which have been redeemed and the aggregate amounts paid in respect thereof; and (i) 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. Once the Notes have been received by the Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The Agent shall deliver be given to the relevant Issuer and the Trustee by the Agent as soon as reasonably practicable and in any event within three months after the date of each such repayment, paymentpurchase, cancellation payment or replacement, replacement (as the case may be, a certificate stating:). (a3) 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The Agent shall or any other Paying Agent authorised by the Agent shall, unless otherwise instructed by the relevant Issuer or the Trustee in writing and save as provided in subclause (4) below, destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, send to furnish the relevant 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 Receipts, Coupons and Talons so destroyed. 11.4 (4) Without prejudice to the obligations of the Agent under pursuant to subclause 11.2(2), the Agent shall keep a full and complete record of all Notes, Receipts, 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 subsidiaries and cancellation, payment or replacement exchange (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 five 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 Issuer, the Trustee and any persons authorised by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 (5) The Agent is authorised by the relevant each 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 Agent of the same in accordance with clause 11.1subclause 14(1). (6) All records and certificates made or given pursuant to this Clause and Clause 15 shall make a distinction between Notes, Receipts, Coupons and Talons of each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant 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 Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The Agent shall deliver to the relevant Issuer 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 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 Receipts, 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 Receipts, Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the such Notes. 11.3 (3) The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, send to furnish the relevant Issuer 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 Receipts, Coupons and Talons so destroyed. 11.4 (4) Without prejudice to the obligations of the Agent under pursuant to subclause 11.2(2), the Agent shall keep a full and complete record of all Notes, Receipts, 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 and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 12.1 All Notes which are redeemed, redeemed (together with all Global Notes which are exchanged in fullunmatured Coupons attached thereto or delivered therewith), all Receipts or and 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 paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrenderedexchanged. Each of the Paying Agents shall give to the Agent details of all payments and exchanges made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If The Issuer shall immediately notify the Agent in writing of all Notes which are purchased by the Issuer purchases or any of its Notes for cancellationSubsidiaries, and the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the may, at its option, procure that such Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (eappertaining thereto) (in are promptly surrendered to the case of Definitive Notes) the serial numbers of the NotesAgent or its authorised agent for cancellation. 11.3 12.2 The Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written request, send to furnish the relevant Issuer with a certificate stating of destruction containing written particulars of the serial Series and certificate numbers of the Notes (in the case of Notes in definitive form) Notes, Receipts and Talons and the Series number and number by maturity date of Receipts, Coupons and Talons so destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 12.3 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 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 11.112.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or 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 relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of any Issuer, the relevant Issuer Guarantor 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 Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 12.2 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 Receipts, 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 Receipts, 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 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. 11.3 12.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, 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 Receipts, Coupons and Talons so destroyed. 11.4 12.4 Without prejudice to the obligations of the Agent under pursuant to subclause 11.212.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons, except those which have been replaced pursuant to Condition 10) and of their redemption, purchase by or on behalf of any Issuer or the relevant Issuer Guarantor or any of its Subsidiaries their respective subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 Issuer, the Guarantor and any persons authorised by it either of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer 12.5 All records and instructed certificates made or given pursuant to (a) in the case this clause and Clause 13 shall make a distinction between Notes, Receipts, 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 relevant Issuer has notified the Agent of the same in accordance with clause 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 14.1 All Notes which are redeemed, all Global Notes and Global Certificates which are exchanged in full, all Registered Notes which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant Issuer and the Guarantor or any of its their Subsidiaries (if any) and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Receipts, 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 Fiscal Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Fiscal Agent or as the Fiscal Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 14.2 The Fiscal Agent shall deliver to the relevant Issuer and 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 themredeemed; (b) the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of (in the case of Definitive Bearer Notes) Receipts, Coupons and Talons cancelled; and (ed) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 14.3 The Fiscal Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable upon request following their destruction and upon written requestdestruction, send to the relevant Issuer and the Guarantor 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 Receipts, Coupons and Talons destroyed. 11.4 14.4 Without prejudice to the obligations of the Fiscal Agent under subclause 11.2Clause 14.2, the Fiscal Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 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 the Fiscal Agent's confidentiality obligations to its other clients, the Fiscal Agent shall at all reasonable times make the record available to the relevant Issuer and the Guarantor and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 The Agent is authorised by the relevant Issuer . All records and instructed certificates made or given pursuant to this Clause 14 and Clause 15 (aIssue of Replacement Notes, Receipts, Coupons and Talons) shall make a distinction between Notes (in the case of any Global Note which is a CGNDefinitive Notes), to endorse or to arrange for the endorsement Receipts, Coupons and Talons of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased each separate Series (if any) and cancelled and (b) in the case between different denominations 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 Notes of the same in accordance with clause 11.1Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or 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 relevant The Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased by the Issuer or any Subsidiary. In addition, all Notes which are purchased by or on behalf of the relevant Issuer or any of its Subsidiaries Subsidiary and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Receipts, 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, Receipts, Coupons and Talons to or to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details order of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 12.2 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 Receipts, 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 Receipts, Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of such Notes, shall be given to the Notes. 11.3 Issuer 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. The Agent shall destroy or procure the destruction of all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, 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 Receipts, Coupons and Talons so destroyed. 11.4 . Without prejudice to the obligations of the Agent under subclause 11.2pursuant to Clause 2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons, except those which have been replaced pursuant to Condition 10) and of their redemption, purchase by or on behalf of the relevant Issuer or any of its Subsidiaries Subsidiary and cancellation, payment or replacement exchange (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 12.3 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 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 Agent of the same in accordance with clause 11.1Clause 12.1. 12.4 All records and certificates made or given pursuant to this Clause and Clause 13 shall make a distinction between Notes, Receipts, Coupons and Talons of each Series. 12.5 The Agent may call for and shall rely in any records, certificate or other document of or to be issued by Euroclear or Clearstream, Luxembourg in relation to any determination of the principal amount of Notes represented by an NGN. Any such records, certificate or other document shall be conclusive and binding for all purposes. The Agent shall not be liable to any person by reason of having acquired as valid or not having rejected any such records, certificate or other document to such effect purporting to be issued by Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not authentic.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or 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 relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf by or in the name of the relevant Issuer Obligors 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 NotesNotes in definitive form) with all unmatured Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellationtogether, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 all paid Notes, Receipts and Coupons, with a certificate stating the serial numbers in numerical sequence of such Notes in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) and Receipts and the total number by maturity date of Receipts, such Coupons and Talons cancelled; andwithin two months after claiming funds for payments. (e2) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written request, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive formi) and the number by maturity date of Receipts, Coupons and Talons destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf payment, exchange and cancellation and in respect of the relevant Issuer or any Notes and Receipts retain such record until the expiry of its Subsidiaries and cancellation, payment or replacement five years after the final maturity date for the Notes; (as the case may beii) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Agent shall in respect of the Coupons and Talons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten five years from the Relevant Date in respect thereafter a record of such all paid Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons Talons of that maturity or and a list record of the serial numbers total number of Coupons of that maturity still remaining unpaid or and Talons of that maturity still remaining unexchanged. The Agent shall ; and (iii) make such records available at all reasonable times make the record available to the relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from itObligors. 11.5 (3) The Agent is or its authorised by agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and furnish the relevant Issuer Obligors as soon as reasonably practicable (and instructed to in any event within six months after the date of redemption, payment or receipt) with a certificate of destruction containing written particulars of the serial numbers of the Notes and Receipts (a) in the case of any Global Note which is Notes in definitive form) and the number by maturity date of Coupons and Talons and the total face value of Coupons so destroyed. (4) All records and certificates made or given pursuant to this clause 12 and clause 13 shall make a CGNdistinction between Notes, to endorse or to arrange for the endorsement Receipts, Coupons and Talons 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 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The Agent shall shall, at the request of the Issuer, 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, at the request of the Issuer, 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 Receipts, Coupons and Talons destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Bearer Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and paid, all Talons which are exchanged exchanged, and all Registered Certificates representing Registered Notes that are redeemed, shall be delivered outside the United States and its possessions to the Principal Agent, and shall be cancelled by the Paying Principal Agent by or Transfer Agent through which they are redeemed, exchanged paid or paidexchanged. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Principal Agent or Transfer Agent, as applicable, in writing of all Notes which are purchased by or on behalf of the relevant Issuer or any of its Subsidiaries subsidiaries and all such Notes are (or Registered Certificates in respect of Registered Notes) surrendered to a Paying the Principal Agent for cancellation, together (in the case of Bearer Definitive Notes) with all unmatured Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. Principal Agent. (2) The Issuer shall provide have the instructions right to request that the Principal Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 beof Bearer Notes, a certificate statingor the Registrar, in the case of Registered Notes, provide, without limitation, the following information: (a) the aggregate nominal principal 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 formDefinitive Notes, if any) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons so cancelled; and (e) (in the case of Bearer Definitive Notes) , if any, the serial numbers of such Notes, or in the case of Registered Notes, the serial numbers of the NotesRegistered Certificates representing them, which shall be given to the Issuer by the Principal Agent or Registrar, as applicable, 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. 11.3 (3) The Principal Agent shall destroy all cancelled Notes, Receipts, Coupons Coupons, Talons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyedCertificates. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the (4) The Principal Agent shall keep a full and complete record of all cancelled Bearer Notes, Receipts, Coupons Coupons, Talons and Talons Registered Certificates (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Condition 11) and of all replacement Notes, Receipts, Coupons Coupons, Talons or Talons Registered Certificates issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons Coupons, Talons or TalonsRegistered Certificates. 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 Principal Agent shall at all reasonable times make the such record available to the relevant Issuer and any persons authorised authorized by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 (5) All records and certificates made or given pursuant to this Clause 14 and Clause 15 shall make a distinction between Bearer Notes, Receipts, Coupons, Talons and Registered Certificates of each Series. (6) The Principal Agent is authorised authorized 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 Agent of the same in accordance with clause 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled delivered outside the United States to the Agent, and shall be canceled by the Paying Agent by which they are redeemed, exchanged or paidAgent. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying the Agent for cancellation, together (in the case of Definitive NotesNotes in definitive form) with all unmatured Receipts, Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled canceled 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two Agent. (2) Business Days prior The relevant Issuer shall have the right to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by request that the Agent or Paying Agentprovide, it will request without limitation, the immediate cancellation of the Notes. 11.2 The 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 statingfollowing information: (a) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled canceled together (in the case of Notes in definitive formDefinitive Notes, if any) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons cancelledso canceled; and (e) (in the case of Definitive Notes, if any) the serial numbers of the Notes. 11.3 The Agent shall destroy all cancelled such Notes, Receipts, Coupons and Talons and, shall be given to the relevant Issuer by the Agent as soon as reasonably practicable following their destruction and upon written request, send to in any event within three months after 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 Receipts, Coupons and Talons destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 cancellationrepayment or, as the case may be; provided, that, in the case of a purchase payment or cancellation, the relevant Issuer has notified the exchange. (3) The Agent of the same in accordance with clause 11.1.shall destroy all canceled Notes,

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, 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, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 15.2 The Principal Paying Agent shall deliver to the relevant Issuer and the Trustee as soon as reasonably practicable and in following any event within three months after the date of each repayment, payment, cancellation or replacement, as the case may be, on receipt of a request for the same a certificate stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of interest on them; (b) the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date of Receipts, Coupons and Talons cancelled; and (ed) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written request, if so requested by the Issuer send to the relevant 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 Receipts, Coupons and Talons destroyed. 11.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.2Clause 15.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten 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 relevant Issuer Issuer, the Trustee and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 15.5 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 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 relevant Issuer has notified the Agent of the same in accordance with clause 11.1cancelled.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (a) All Notes which are purchased by or on behalf of the Bank, together (in the case of Definitive Bearer Notes) with all unmatured Receipts, Coupons or Talons (if any) attached thereto or surrendered therewith, may, at the election of the Bank, be cancelled by the Bank Where any Notes, Receipts, Coupons or Talons are purchased and cancelled as aforesaid, the Bank shall procure that all relevant details are promptly given to the Global Agent and that all Notes, Receipts, Coupons or Talons so cancelled are delivered to the Global Agent. All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Global Agent or any other Paying Agent by which they are arc redeemed, exchanged paid or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrenderedexchanged. Each of the Paying Agents shall give to the Global Agent details of all payments made by it and shall deliver a certificate of destruction for all cancelled Notes, Receipts, Coupons and Talons to the Global Agent or as the Agent may specify. If the Issuer purchases to any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions authorized from time to time in the form agreed to writing by the Global Agent or Paying Agent confirming the details to accept delivery of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased cancelled Notes, Receipts, Coupons and cancelled. Once the Notes have been received by the Agent or Paying Agent, it will request the immediate cancellation of the NotesTalons. 11.2 The 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 (b) A certificate stating: (ai) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (bii) the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured unmatured. Receipts, Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (ciii) the aggregate amount paid in with respect of to interest on the Notes; (div) the total number by maturity date of Receipts, Coupons and Talons so cancelled; and (ev) (in the case of Definitive Bearer Notes) the serial numbers of such Notes, shall be given to the NotesBank by the Global Agent as soon as reasonably practicable upon request. 11.3 The (c) Subject to being duly notified in due time and if so requested, the Global Agent shall give a certificate to the Bank, within three months of the date of purchase and cancellation of Notes as aforesaid, stating: (i) the principal amount of Notes so purchased and cancelled; (ii) the serial numbers of such Notes; and (iii) the total number by maturity date of the Receipts, Coupons and Talons (if any) appertaining thereto and surrendered therewith or attached thereto. (d) The Global Agent, or the applicable Paying Agent, shall destroy (in accordance with its customary procedures) all cancelled Notes, Receipts, Coupons and Talons (unless otherwise previously instructed by the Bank) and, as soon as reasonably practicable following their destruction and if requested in writing, forthwith upon written requestdestruction,, send to furnish the relevant Issuer Bank 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 Receipts, Coupons and Talons so destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 12.2 The 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 12.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons (in the case of Global Notes, upon receipt of the disposal authorisation from Euroclear or Clearstream, Luxembourg) and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, 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 Receipts, Coupons and Talons destroyed. 11.4 12.4 Without prejudice to the obligations of the Agent under subclause 11.212.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 12.5 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 11.112.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 14.2 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 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, send to the relevant Issuer (upon 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 Receipts, Coupons and Talons destroyed. 11.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer Issuer, 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. 11.5 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 11.1subclause 14.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 subclause 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled delivered outside the United States to the Agent, and shall be canceled by the Paying Agent by which they are redeemed, exchanged or paidAgent. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer Corporation or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying the Agent for cancellation, together (in the case of Definitive NotesNotes in definitive form) with all unmatured Receipts, Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled canceled 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two Agent. (2) Business Days prior The Corporation shall have the right to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by request that the Agent or Paying Agentprovide, it will request without limitation, the immediate cancellation of the Notes. 11.2 The 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 statingfollowing information: (a) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled canceled together (in the case of Notes in definitive formDefinitive Notes, if any) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons cancelledso canceled; and (e) (in the case of Definitive Notes, if any) the serial numbers of such Notes, shall be given to the NotesCorporation 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. 11.3 (3) The Agent shall destroy all cancelled canceled Notes, Receipts, Receipts Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyedTalons. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the (4) The Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant 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, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 Corporation and any persons authorised authorized by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer (5) All records and instructed certificates made or given pursuant to (a) in the case this Clause 12 and Clause 13 shall make a distinction between Notes, Receipts, 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 relevant Issuer has notified the Agent of the same in accordance with clause 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The Agent shall shall, at the request of the Issuer, 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, at the request of the Issuer, 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 Receipts, Coupons and Talons destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it.in 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 16.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 16.2 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 16.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, 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 Receipts, Coupons and Talons destroyed.destroyed.‌ 11.4 16.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.2Clause 16.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 16.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts Receipt 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 paidpaid or, in the case of Book Entry Notes, the Issuer shall instruct the Portuguese Paying Agent to procure that the Book Entry Notes will be forthwith cancelled by Interbolsa following receipt by Interbolsa of notice thereof. In addition, the relevant Issuer and the Guarantor shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant Issuer and 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 16.2 The Principal Paying Agent shall deliver to the relevant Issuer and the Trustee as soon as reasonably practicable and in any event within three four months after the date of each repaymentsuch redemption, purchase, payment, cancellation exchange 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 themReceipts and Coupons 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 Receipts, Coupons or Talons attached to them or delivered with themform and Receipts 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 Receipts and Coupons; (d) the aggregate amount of interest paid (and the 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 Issuer and the Guarantor or any other Subsidiary 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 Receipts, Coupons and Talons cancelled; andattached thereto or surrendered therewith; (ef) the aggregate nominal amounts of Notes and Receipts 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 (in where applicable, of each denomination) by maturity date of such Coupons and Talons; (g) the case total number (where applicable, of each denomination) by maturity date of unmatured Coupons missing from Definitive Notes) 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. 11.3 16.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction forthwith upon destruction, furnish the Issuer and upon written request, send to the relevant Issuer 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 Receipts, Coupons and Talons so destroyed. 11.4 16.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.2pursuant to sub-clause 16.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Receipts and Coupons) and of their redemption, redemption or purchase by or on behalf of the relevant Issuer Issuer, the Guarantor or any of its Subsidiaries and other Subsidiary, cancellation, payment or replacement exchange (as the case may be) and of all replacement Notesnotes, Receiptsreceipts, Coupons coupons or Talons talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of TalonsTalons indefinitely) 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 and Coupons (if any) available to the relevant Issuer Issuer, the Guarantor and the Trustee and any persons authorised by it them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 16.5 All records and certificates made or given pursuant to this clause 16 shall make a distinction between Bearer and Registered Notes and Coupons and Talons in each Series. 16.6 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 reduced 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 and cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with sub-clause 11.116.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Bearer Notes which are purchased or redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and paid, all Talons which are exchanged exchanged, and all Registered Certificates representing Registered Notes that are purchased or redeemed, shall be delivered outside the United States and its possessions to the Principal Agent or Transfer Agent, as applicable, and shall be cancelled by the Paying Principal Agent by or Transfer Agent through which they are redeemed, exchanged paid or paidexchanged. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Principal Agent or Transfer Agent, as applicable, in writing of all Notes which are purchased by or on behalf of the relevant Issuer or any of its Subsidiaries subsidiaries and all such Notes are (or Registered Certificates in respect of Registered Notes) surrendered to a Paying the Principal Agent for cancellation, together (in the case of Bearer Definitive Notes) with all unmatured Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. Principal Agent. (2) The Issuer shall provide have the instructions right to request that the Agent or 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 Agent or Paying Principal Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 beof Bearer Notes, a certificate statingor the Registrar, in the case of Registered Notes, provide, without limitation, the following information: (a) the aggregate nominal principal amount of Notes which have been purchased or redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Notes, if any) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons so cancelled; and (e) (in the case of Bearer Definitive Notes) , if any, the serial numbers of such Notes, or in the case of Registered Notes, the serial numbers of the NotesRegistered Certificates representing them, which shall be given to the Issuer by the Principal Agent or Registrar, as applicable, 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. 11.3 (3) The Principal Agent shall destroy all cancelled Notes, Receipts, Coupons Coupons, Talons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyedCertificates. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the (4) The Principal Agent shall keep a full and complete record of all cancelled Bearer Notes, Receipts, Coupons Coupons, Talons and Talons Registered Certificates (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Condition 11) and of all replacement Notes, Receipts, Coupons Coupons, Talons or Talons Registered Certificates issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons Coupons, Talons or TalonsRegistered Certificates. 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 Principal Agent shall at all reasonable times make the such record available to the relevant Issuer and any persons authorised authorized by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 (5) All records and certificates made or given pursuant to this Clause 14 and Clause 15 shall make a distinction between Bearer Notes, Receipts, Coupons, Talons and Registered Certificates of each Series. (6) The Principal Agent is authorised authorized 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 Agent of the same in accordance with clause 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 15.2 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, 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 Receipts, Coupons and Talons destroyed.destroyed.‌ 11.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.2Clause 15.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled delivered outside the United States to the Agent, and shall be canceled by the Paying Agent by which they are redeemed, exchanged or paidAgent. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying the Agent for cancellation, together (in the case of Definitive NotesNotes in definitive form) with all unmatured Receipts, Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled canceled 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two Agent. (2) Business Days prior The relevant Issuer shall have the right to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by request that the Agent or Paying Agentprovide, it will request without limitation, the immediate cancellation of the Notes. 11.2 The 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 statingfollowing information: (a) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled canceled together (in the case of Notes in definitive formDefinitive Notes, if any) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons cancelledso canceled; and (e) (in the case of Definitive Notes, if any) the serial numbers of such Notes, which 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 or, as the case may be, payment or exchange. 11.3 (3) The Agent shall destroy all cancelled canceled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyedTalons. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the (4) The Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant 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, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 authorized by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer (5) All records and instructed certificates made or given pursuant to (a) in the case this Clause 12 and Clause 13 shall make a distinction between Notes, Receipts, 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 relevant Issuer has notified the Agent of the same in accordance with clause 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 12.2 The 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 12.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and destruction, send to the Issuer, upon written 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 Receipts, Coupons and Talons destroyed. 11.4 12.4 Without prejudice to the obligations of the Agent under subclause 11.212.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable promptly notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant 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 Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The Agent shall deliver to the relevant Issuer as soon as reasonably practicable 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 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 Receipts, 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 Receipts, Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the such Notes. 11.3 (3) The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, send to furnish the relevant Issuer 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 Receipts, Coupons and Talons so destroyed. 11.4 (4) Without prejudice to the obligations of the Agent under pursuant to subclause 11.2(2), the Agent shall keep a full and complete record of all Notes, Receipts, 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 and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 (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 11.112(1).

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or . 15.2 The Principal Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agentshall, it will request the immediate cancellation of the Notes. 11.2 The Agent shall upon request, deliver to the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, send to the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) a certificate stating the serial numbers of the Notes (in the case of Notes in definitive form) and the number by maturity date of Receipts, Coupons and Talons destroyed. 11.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.215.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or the Guarantor (where the relevant Issuer is ASB Finance) or any Subsidiary of its Subsidiaries the relevant Issuer or the Guarantor (where the relevant Issuer is ASB Finance) and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten 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 Principal Paying Agent shall at all reasonable times and upon reasonable notice make the record available to the relevant Issuer and the Guarantor (where the relevant Issuer is ASB Finance) and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 The Agent is authorised by the relevant Issuer . All records and instructed certificates made or given pursuant to this clause 15 and clause 16 shall make a distinction between Notes (a) in the case of any Global Note which is a CGNDefinitive Notes), to endorse or to arrange for the endorsement Receipts, Coupons and Talons of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so redeemed or purchased each separate Series (if any) and cancelled and (b) in the case between different denominations 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 Notes of the same in accordance with clause 11.1Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (a) All Notes which are purchased by or on behalf of the Bank, together (in the case of Definitive Bearer Notes) with all unmatured Receipts, Coupons or Talons (if any) attached thereto or surrendered therewith, may, at the election of the Bank, be cancelled by the Bank. Where any Notes, Receipts, Coupons or Talons are purchased and cancelled as aforesaid, the Bank shall procure that all relevant details are promptly given to the Global Agent and that all Notes, Receipts, Coupons or Talons so cancelled are delivered to the Global Agent. All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Global Agent or any other Paying Agent by which they are redeemed, exchanged paid or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrenderedexchanged. Each of the Paying Agents shall give to the Global Agent details of all payments made by it and shall deliver a certificate of destruction for all cancelled Notes, Receipts, Coupons and Talons to the Global Agent or as the Agent may specify. If the Issuer purchases to any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions authorized from time to time in the form agreed to writing by the Global Agent or Paying Agent confirming the details to accept delivery of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased cancelled Notes, Receipts, Coupons and cancelled. Once the Notes have been received by the Agent or Paying Agent, it will request the immediate cancellation of the NotesTalons. 11.2 The 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 (b) A certificate stating: (ai) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (bii) the number of Notes cancelled together (in the case of Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Receipts, Coupons or Talons (if any) attached to them thereto or delivered with themtherewith; (ciii) the aggregate amount paid in with respect of to interest on the Notes; (div) the total number by maturity date of Receipts, Coupons and Talons so cancelled; and (ev) (in the case of Definitive Bearer Notes) the serial numbers of such Notes, shall be given to the NotesBank by the Global Agent as soon as reasonably practicable upon request. 11.3 The (c) Subject to being duly notified in due time and if so requested, the Global Agent shall give a certificate to the Bank, within three months of the date of purchase and cancellation of Notes as aforesaid, stating: (i) the principal amount of Notes so purchased and cancelled; (ii) the serial numbers of such Notes; and (iii) the total number by maturity date of the Receipts, Coupons and Talons (if any) appertaining thereto and surrendered therewith or attached thereto. (d) The Global Agent, or the applicable Paying Agent, shall destroy (in accordance with its customary procedures) all cancelled Notes, Receipts, Coupons and Talons (unless otherwise previously instructed by the Bank) and, as soon as reasonably practicable following their destruction and if requested, forthwith upon written requestdestruction, send to furnish the relevant Issuer Bank 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 Receipts, Coupons and Talons so destroyed. 11.4 (e) Without prejudice to the obligations of the Global Agent under subclause 11.2pursuant to Section 19(b), the Global Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Section 20) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 Global Agent shall at all reasonable times make the such record available to the relevant Issuer Bank and any persons authorised person authorized by it any of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer (f) All records and instructed certificates made or given pursuant to (a) in the case this Section 19 and Section 20 shall make a distinction between Notes, Receipts, 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 each Series 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 cancellationTranche, 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 11.1appropriate.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (a) All Notes which are purchased by or on behalf of the Bank, together (in the case of Definitive Bearer Notes) with all unmatured Receipts, Coupons or Talons (if any) attached thereto or surrendered therewith, may, at the election of the Bank, be canceled by the Bank. Where any Notes, Receipts, Coupons or Talons are purchased and canceled as aforesaid, the Bank shall make sure that all relevant details are promptly given to the applicable Paying Agent and the London Issuing Agent and that all Notes, Receipts, Coupons or Talons so canceled are delivered to the applicable Paying Agent. All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled canceled by the Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In additionEach of the Paying Agents shall give to the applicable Registrar written details of all payments made by it and shall deliver a certificate of destruction for all canceled Notes, Receipts, Coupons and Talons to the relevant Issuer shall as soon as reasonably practicable notify the applicable Registrar or to any Paying Agent authorized from time to time in writing by the applicable Registrar to accept delivery of all canceled Notes, Receipts, Coupons and Talons. (b) A certificate stating: (i) the aggregate principal amount of Notes which are purchased on behalf have been redeemed and the aggregate amount paid in respect thereof; (ii) the number of the relevant Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellationcanceled, together (in the case of Definitive Bearer Notes) with details of all unmatured Receipts, Coupons or Talons (if any) attached thereto or delivered therewith; (iii) the aggregate amount paid with respect to them or surrendered with them, shall be cancelled interest on the Notes; (iv) the total number by the Paying Agent to which they are surrendered. Each maturity date of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons so canceled; and (v) (in the case of Definitive Bearer Notes) the serial numbers of such Notes, shall be given to the Agent or as Bank by the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or applicable Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 replacementsuch repayment or, as the case may be, payment or exchange. (c) Subject to being duly notified in due time, the applicable Paying Agent shall give a certificate to the Bank, within three months of the date of purchase and cancellation of Notes as aforesaid, stating: (ai) the aggregate nominal principal amount of Notes which have been redeemed so purchased and the aggregate amount paid in respect of themcanceled; (bii) the number serial numbers of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them;such Notes; and (c) the aggregate amount paid in respect of interest on the Notes; (diii) the total number by maturity date of the Receipts, Coupons and Talons cancelled; and(if any) appertaining thereto and surrendered therewith or attached thereto. (ed) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The applicable Paying Agent shall destroy (in accordance with its customary procedures) all cancelled canceled Notes, Receipts, Coupons and Talons (unless otherwise previously instructed by the Bank) and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, send to furnish the relevant Issuer Bank 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 Receipts, Coupons and Talons so destroyed. 11.4 (e) Without prejudice to the its obligations of the Agent under subclause 11.2pursuant to Section 19(b), the applicable Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Section 20) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 applicable Paying Agent shall at all reasonable times make the such record available to the relevant Issuer Bank and any persons authorised person authorized by it the Bank for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 (f) The London Issuing Agent is authorised authorized by the relevant Issuer Bank and instructed to (ai) in the case of any Temporary Bearer Global Note which or Permanent Bearer Global Note that is a CGN, to endorse or to arrange for the endorsement of the relevant Temporary Bearer Global Note or Permanent Bearer Global Note, as applicable, to reflect the reduction in the nominal principal amount represented by it by the amount so redeemed or purchased and cancelled and (bii) in the case of any Temporary Bearer Global Note which or Permanent Bearer Global Note that 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 Bank has notified delivered such Temporary Bearer Global Note or Permanent Bearer Global Note, as applicable, to the applicable Paying Agent of the same in accordance with clause 11.1subclause (a). (g) All records and certificates made or given pursuant to this Section 19 and Section 20 shall make a distinction between Notes, Receipts, Coupons and Talons of each Series and Tranche, as appropriate.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) Any Notes which are purchased pursuant to the Conditions by or on behalf of the Company, together (in the case of Notes in definitive form) with all unmatured Receipts, Coupons or Talons (if any) attached thereto or surrendered therewith, may, at the Company's option, be surrendered to the Agent for cancellation. Where any Notes, Receipts, Coupons or Talons are purchased and surrendered to the Agent for cancellation as aforesaid, the Company shall procure that all relevant details are promptly given to the Agent and that all Notes, Receipts, Coupons or Talons to be so cancelled are delivered to the Agent. All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or 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 paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrenderedexchanged. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases to any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions authorized from time to time in the form agreed to writing by the Agent or Paying Agent confirming the details to accept delivery of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two cancelled Notes, Receipts, Coupons and Talons (an "Authorized Agent"). (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 or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 A certificate stating: (a) the aggregate nominal principal 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 Receipts, 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 Receipts, Coupons and Talons so cancelled; and (e) (the serial numbers of such Notes, shall be given to the Company by the Agent as soon as reasonably practicable and in any event within 30 days after the date of such repayment or, as the case may be, payment or exchange. (3) Subject to being duly notified in due time, the Agent shall give a certificate to the Company, within three months of Definitive Notesthe date of purchase and cancellation of Notes as aforesaid, stating: (a) the principal amount of Notes so purchased and cancelled; (b) the serial numbers of such Notes; and (c) the Notestotal number by maturity date of the Receipts, Coupons and Talons (if any) appertaining thereto and surrendered therewith or attached thereto. 11.3 (4) The Agent or an Authorized Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons (unless otherwise instructed by the Company) and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, send to furnish the relevant Issuer Company and, in the case of an Authorized Agent, the Agent 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 Receipts, Coupons and Talons so destroyed. 11.4 (5) Without prejudice to the obligations of the Agent under pursuant to subclause 11.2(2), the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Condition 14) and of all new or replacement Notes, Receipts, Coupons or Talons issued in substitution for exchanged or mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 Company and any persons authorised person authorized by it the Company for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer (6) All records and instructed certificates made or given pursuant to (a) in the case this Clause 13 and Clause 14 shall make a distinction between Notes, Receipts, 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 relevant Issuer has notified the Agent of the same in accordance with clause 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant Issuer or any of its Subsidiaries and all such Notes are 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with themthem (or notify a Paying Agent and, shall in the case of Registered Notes, the Registrar of any beneficial interests in a Global Note), and such Notes (or beneficial interests therein) (and, if applicable, Receipts, Coupons or Talons) shall, to the extent that the Issuer indicates in writing the same to the relevant Paying Agent (or, as applicable, the Registrar), be cancelled by the Paying Agent to which they are surrenderedsurrendered (or, for beneficial interests in a Global Note, be cancelled by the Fiscal Agent or the Registrar). Each of the Paying Agents shall give to the Fiscal Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Fiscal Agent or as the Fiscal Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 14.2 The Fiscal Agent shall deliver to the relevant Issuer as soon as reasonably practicable and in any event within three months 14 days after the date of each repayment, payment, cancellation or replacementreplacement of a Note, 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 14.3 The Fiscal Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, 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 Receipts, Coupons and Talons destroyed. 11.4 14.4 Without prejudice to the obligations of the Fiscal Agent under subclause 11.214.2, the Fiscal Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Fiscal Agent shall in respect of the Receipts 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 Receipts and Coupons and (in the case of Talons) indefinitely either all paid or exchanged Receipts and Coupons of that maturity or a list of the serial numbers of Receipts and Coupons of that maturity still remaining unpaid or unexchanged. The Fiscal Agent shall at all reasonable times make the record available to the relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 14.5 The Fiscal 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 Fiscal Agent of the same in accordance with clause 11.1subclause 14.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer or the Guarantor, as the case may be, shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant Issuer Issuer, if applicable, the Guarantor or any of its their Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes./Securities.‌ 11.2 12.2 The Agent shall deliver to the relevant Issuer as soon as reasonably practicable and in any event within three months after and, if applicable, the date of each repaymentGuarantor, payment, cancellation or replacement, as the case may be, upon written request therefore 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 12.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons andand shall, as soon as reasonably practicable following their destruction and upon written request, send to the relevant Issuer and, if applicable, 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 Receipts, Coupons and Talons destroyed. 11.4 12.4 Without prejudice to the obligations of the Agent under subclause 11.212.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer and, if applicable, the Guarantor or any of its their Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and, if applicable, the Guarantor and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 11.5 12.5 The Agent is authorised by each Issuer and the relevant Issuer 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 or, as the case may be, the Guarantor has notified the Agent of the same in accordance with clause 11.112.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 ‌ 13.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Receipts or and 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 Bank shall as soon as reasonably practicable immediately notify the Fiscal Agent in writing of all Notes which are purchased on behalf of by the relevant Issuer or any of its Subsidiaries Bank and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive definitive Bearer Notes) with all unmatured Receipts, 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 Fiscal Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Fiscal Agent or as the Fiscal Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 13.2 The Fiscal Agent shall deliver to the relevant Issuer Bank 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: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 Bearer Notes in definitive form) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the such Notes. 11.3 13.3 The Fiscal Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, send to furnish the relevant Issuer Bank with a certificate stating the serial numbers of the Notes (in the case of Notes in of definitive form) and the number by of maturity date of Receipts, Coupons and Talons so destroyed. 11.4 13.4 Without prejudice to the obligations of the Fiscal Agent under subclause 11.2pursuant to clause 12.2, the Fiscal Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of by the relevant Issuer or any of its Subsidiaries Bank and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 Fiscal Agent shall at all reasonable times make the such record available to the relevant Issuer Bank and any persons authorised by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 13.5 The Fiscal Agent is authorised by the relevant Issuer Bank 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 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 Bank has notified the Fiscal Agent of the same in accordance with clause 11.113.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (a) All Notes which are purchased by or on behalf of the Bank, together (in the case of Definitive Bearer Notes) with all unmatured Receipts, Coupons or Talons (if any) attached thereto or surrendered therewith, may, at the election of the Bank, be canceled by the Bank. Where any Notes, Receipts, Coupons or Talons are purchased and canceled as aforesaid, the Bank shall make sure that all relevant details are promptly given to the Paying Agents and that all Notes, Receipts, Coupons or Talons so canceled are delivered to the Paying Agents. All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled canceled by the Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In additionEach of the Paying Agents shall give to the Registrar written details of all payments made by it and shall deliver a certificate of destruction for all canceled Notes, Receipts, Coupons and Talons to the relevant Issuer shall as soon as reasonably practicable notify the Registrar or to any Paying Agent authorized from time to time in writing by the Registrar to accept delivery of all canceled Notes, Receipts, Coupons and Talons. (b) A certificate stating: (i) the aggregate principal amount of Notes which are purchased on behalf have been redeemed and the aggregate amount paid in respect thereof; (ii) the number of the relevant Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellationcanceled, together (in the case of Definitive Bearer Notes) with details of all unmatured Receipts, Coupons or Talons (if any) attached thereto or delivered therewith; (iii) the aggregate amount paid with respect to them or surrendered with them, shall be cancelled interest on the Notes; (iv) the total number by the Paying Agent to which they are surrendered. Each maturity date of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons so canceled; and (v) (in the case of Definitive Bearer Notes) the serial numbers of such Notes, shall be given to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to Bank by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The Agent shall deliver to the relevant Issuer Registrar as soon as reasonably practicable and in any event within three months after the date of each repayment, payment, cancellation or replacementsuch repayment or, as the case may be, payment or exchange. (c) Subject to being duly notified in due time, the Registrar shall give a certificate to the Bank, within three months of the date of purchase and cancellation of Notes as aforesaid, stating: (ai) the aggregate nominal principal amount of Notes which have been redeemed so purchased and the aggregate amount paid in respect of themcanceled; (bii) the number serial numbers of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them;such Notes; and (c) the aggregate amount paid in respect of interest on the Notes; (diii) the total number by maturity date of the Receipts, Coupons and Talons cancelled; and(if any) appertaining thereto and surrendered therewith or attached thereto. (ed) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The applicable Paying Agent shall destroy (in accordance with its customary procedures) all cancelled canceled Notes, Receipts, Coupons and Talons (unless otherwise previously instructed by the Bank) and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, send to furnish the relevant Issuer Bank 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 Receipts, Coupons and Talons so destroyed. 11.4 (e) Without prejudice to the its obligations of the Agent under subclause 11.2pursuant to Section 19(b), the Agent Registrar shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Section 20) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 Registrar shall at all reasonable times make the such record available to the relevant Issuer Bank and any persons authorised person authorized by it the Bank for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer (f) All records and instructed certificates made or given pursuant to (a) in the case this Section 19 and Section 20 shall make a distinction between Notes, Receipts, 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 each Series 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 cancellationTranche, 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 11.1appropriate.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 ‌ 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall (except where the Paying Agent is the Agent) give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 12.2 The Agent shall shall, upon request, 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 themthem and/or (in the case of Physical Delivery Notes) Asset Amount delivered; (b) the number of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 11.3 12.3 The Agent shall destroy upon disposal authorisation from both ICSDs all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable upon request, immediately following their destruction and upon written requestdestruction, 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 Receipts, Coupons and Talons destroyed. 11.4 12.4 Without prejudice to the obligations of the Agent under subclause 11.212.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 12.5 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 11.1.and

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemedredeemed or exchanged, all Global Registered Notes which are exchanged in fullhave transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Agent or Paying Agent by which they are redeemed, paid, exchanged or paidtransferred. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant 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 Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two Agent. (2) Business Days prior A certificate stating: (a) the aggregate nominal amount of Definitive Notes which have been repaid or redeemed and the aggregate amount paid in respect thereof and the aggregate amounts paid in respect of Receipts or Coupons respectively which have been paid; (b) the serial numbers of such Definitive Notes and Receipts distinguishing between Bearer Notes and Registered Notes; (c) the total number of each denomination by maturity date of such Receipts or Coupons; (d) the aggregate amount of interest paid (and the due dates of such payments) on Global Notes and/or Definitive Registered Notes; (e) the aggregate nominal amount of Definitive Notes (if any) which have been purchased by or on behalf of either BOI or BOIG or any Subsidiary thereof and cancelled and the serial numbers of such Definitive Notes and, in the case of Definitive Bearer Notes, the total number of each denomination by maturity date of the Receipts, Coupons and Talons attached thereto or surrendered therewith; (f) the aggregate nominal amount of Notes and the aggregate amounts in respect of Receipts, Coupons and the number of Talons which have been so surrendered and replaced and the serial numbers of such Notes in definitive form and the total number of each denomination by maturity date of such Receipts, Coupons and Talons; (g) the total number of each denomination by maturity date of unmatured Receipts or Coupons missing from Definitive Bearer Notes bearing interest at a fixed rate which have been repaid or surrendered and replaced and the serial numbers of the Definitive Bearer Notes to the date on which the missing unmatured Receipts or Coupons appertained; (h) the aggregate nominal amount of Notes are intended to be represented by any Global Note (and the Series and Issue Date thereof) which have been redeemed and the aggregate amounts paid in respect thereof; and (i) 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. Once the Notes have been received by the Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The Agent shall deliver be given to the relevant Issuer and the Trustee by the Agent as soon as reasonably practicable and in any event within three months after the date of each such repayment, paymentpurchase, cancellation payment or replacement, replacement (as the case may be, a certificate stating:). (a3) 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The Agent shall or any other Paying Agent authorised by the Agent shall, unless otherwise instructed by the relevant Issuer or the Trustee in writing and save as provided in subclause (4) below, destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, send to furnish the relevant 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 Receipts, Coupons and Talons so destroyed. 11.4 (4) Without prejudice to the obligations of the Agent under pursuant to subclause 11.2(2), the Agent shall keep a full and complete record of all Notes, Receipts, 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 subsidiaries and cancellation, payment or replacement exchange (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 five 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 Issuer, the Trustee and any persons authorised by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 (5) The Agent is authorised by the relevant each 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 Agent of the same in accordance with clause 11.1subclause 14(1). (6) All records and certificates made or given pursuant to this Clause and Clause 15 shall make a distinction between Notes, Receipts, Coupons and Talons of each Series. (7) If the relevant Issuer or any of its respective Subsidiaries purchases (or otherwise acquires) any Notes which are to be surrendered to any Paying Agent for cancellation, the Issuer shall, unless otherwise agreed with the relevant Paying Agent: (a) provide cancellation instructions to the relevant Paying Agent, in a form reasonably acceptable to the relevant Paying Agent, at least two (2) Business Days prior to the date on which the Notes are intended to be cancelled; and (b) request the relevant Paying Agent to cancel the relevant Notes promptly upon receipt of such Notes by such Paying Agent.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or 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 relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer Issuer, the Guarantors or any of its Subsidiaries Subsidiary thereof 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 Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 12.2 The Agent shall deliver to the relevant Issuer upon request, the Guarantors and the Trustee as soon as reasonably practicable possible and in any event within three four 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 Notes) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons so cancelled; and (e) (in the case of Definitive NotesNotes in definitive form) the serial numbers of the such Notes. 11.3 12.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, 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 Receipts, Coupons and Talons so destroyed. 11.4 12.4 Without prejudice to the obligations of the Agent under pursuant to subclause 11.212.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) Coupons and of their redemption, purchase by or on behalf of the relevant Issuer Issuer, the Guarantors or any of its Subsidiaries Subsidiary thereof and cancellation, payment or replacement exchange (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer Issuer, the Guarantors, the Trustee and any persons authorised by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 12.5 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 cancelled. 12.6 All records and (b) in the case certificates made or given pursuant to this clause and clause 13 shall make a distinction between Notes, Receipts, Coupons and Talons 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 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant Issuer Issuer, the Guarantor or any of its the Guarantor’s Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with all unmatured Receipts, 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, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 15.2 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) 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 Notes in definitive formDefinitive Bearer Notes) with details of all unmatured Receipts, 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 Maturity Date of Receipts, Coupons and Talons cancelled; and (e) 15.2.5 (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and destruction, upon written request, 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 Maturity Date of Receipts, Coupons and Talons destroyed. 11.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.2Clause 15.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, 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 the Guarantor’s Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant 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. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 15.1 All Notes which are redeemed, all Subordinated Capital Notes which are Written-off in full, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged Written-off, exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Written-off Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 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 one month after the date end of each calendar quarter during which any repayment, payment, cancellation cancellation, Write-off 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 themReceipts and Coupons which have been paid; (b) the number aggregate nominal amount of Notes cancelled together (and the aggregate amounts in the case respect of Notes in definitive form) with details of all unmatured Receipts, Receipts and Coupons or Talons attached that have been subject to them or delivered with thema Write-off; (c) the aggregate amount paid serial numbers of such Notes in respect of interest on the definitive form and Receipts distinguishing between Bearer Notes and Registered Notes; (d) the total number numbers (where applicable, of each denomination) by maturity date of such Receipts and Coupons; (e) the aggregate amount of interest paid (and the due dates of such payments) on Global Notes and/or Definitive Registered Notes; (f) 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 Receipts, Coupons and Talons cancelledattached thereto or surrendered therewith; (g) the aggregate nominal amounts of Notes and Receipts 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; and (e) (in the case of Definitive Notesh) the serial numbers total number (where applicable, of the Noteseach denomination) by maturity date of Talons which have been exchanged for further Coupons. 11.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, upon written request, as soon as reasonably practicable following their destruction and upon written requestdestruction, 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 Receipts, Coupons and Talons destroyed. 11.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.2sub-clause 15.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment payment, Write-off or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer Issuer, 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. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall as soon as reasonably practicable immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 15.2 The Principal Paying Agent shall deliver to the relevant Issuer 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) 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, send to the relevant Issuer Issuer, 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 Receipts, Coupons and Talons destroyed. 11.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.2clause 15.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer 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, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten 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 relevant Issuer Issuer, the Guarantor and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 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 11.1.15.1

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (a) All Notes which are purchased by or on behalf of the Bank, together (in the case of Definitive Bearer Notes) with all unmatured Receipts, Coupons or Talons (if any) attached thereto or surrendered therewith, may, at the election of the Bank, be canceled by the Bank. Where any Notes, Receipts, Coupons or Talons are purchased and canceled as aforesaid, the Bank shall make sure that all relevant details are promptly given to the applicable Paying Agent and that all Notes, Receipts, Coupons or Talons so canceled are delivered to the applicable Paying Agent. All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled canceled by the Paying Agent by which they are redeemed, exchanged paid or paidexchanged. In additionEach of the Paying Agents shall give to the applicable Registrar written details of all payments made by it and shall deliver a certificate of destruction for all canceled Notes, Receipts, Coupons and Talons to the relevant Issuer shall as soon as reasonably practicable notify the applicable Registrar or to any Paying Agent authorized from time to time in writing by the applicable Registrar to accept delivery of all canceled Notes, Receipts, Coupons and Talons. (b) A certificate stating: (i) the aggregate principal amount of Notes which are purchased on behalf have been redeemed and the aggregate amount paid in respect thereof; (ii) the number of the relevant Issuer or any of its Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellationcanceled, together (in the case of Definitive Bearer Notes) with details of all unmatured Receipts, Coupons or Talons (if any) attached thereto or delivered therewith; (iii) the aggregate amount paid with respect to them or surrendered with them, shall be cancelled interest on the Notes; (iv) the total number by the Paying Agent to which they are surrendered. Each maturity date of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons so canceled; and (v) (in the case of Definitive Bearer Notes) the serial numbers of such Notes, shall be given to the Agent or as Bank by the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or applicable Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 replacementsuch repayment or, as the case may be, payment or exchange. (c) Subject to being duly notified in due time, the applicable Paying Agent shall give a certificate to the Bank, within three months of the date of purchase and cancellation of Notes as aforesaid, stating: (ai) the aggregate nominal principal amount of Notes which have been redeemed so purchased and the aggregate amount paid in respect of themcanceled; (bii) the number serial numbers of Notes cancelled together (in the case of Notes in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them;such Notes; and (c) the aggregate amount paid in respect of interest on the Notes; (diii) the total number by maturity date of the Receipts, Coupons and Talons cancelled; and(if any) appertaining thereto and surrendered therewith or attached thereto. (ed) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The applicable Paying Agent shall destroy (in accordance with its customary procedures) all cancelled canceled Notes, Receipts, Coupons and Talons (unless otherwise previously instructed by the Bank) and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, send to furnish the relevant Issuer Bank 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 Receipts, Coupons and Talons so destroyed. 11.4 (e) Without prejudice to the its obligations of the Agent under subclause 11.2pursuant to Section 19(b), the applicable Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may beexcept those which have been replaced pursuant to Section 20) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 applicable Paying Agent shall at all reasonable times make the such record available to the relevant Issuer Bank and any persons authorised person authorized by it the Bank for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer (f) All records and instructed certificates made or given pursuant to (a) in the case this Section 19 and Section 20 shall make a distinction between Notes, Receipts, 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 each Series 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 cancellationTranche, 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 11.1appropriate.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled delivered outside the United States to the Agent, and shall be canceled by the Paying Agent by which they are redeemed, exchanged or paidAgent. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer Corporation or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying the Agent for cancellation, together (in the case of Definitive NotesNotes in definitive form) with all unmatured Receipts, Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled canceled 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two Agent. (2) Business Days prior The Corporation shall have the right to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by request that the Agent or Paying Agentprovide, it will request without limitation, the immediate cancellation of the Notes. 11.2 The 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 statingfollowing information: (a) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled canceled together (in the case of Notes in definitive formDefinitive Notes, if any) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons cancelledso canceled; and (e) (in the case of Definitive Notes, if any) the serial numbers of such Notes, shall be given to the NotesCorporation 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. 11.3 (3) The Agent shall destroy all cancelled canceled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyedTalons. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the (4) The Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant 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, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, ,lost or stolen Notes, Receipts, 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 Corporation and any persons authorised authorized by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer (5) All records and instructed certificates made or given pursuant to (a) in the case this Clause 12 and Clause 13 shall make a distinction between Notes, Receipts, 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 relevant Issuer has notified the Agent of the same in accordance with clause 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The Agent shall shall, at the request of the Issuer, 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, at the request of the Issuer, 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 Receipts, Coupons and Talons destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 subclause 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 ‌ 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. specify.‌ 14.2 The Issuer shall provide the instructions to the Agent or 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 Agent or Principal Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The Agent upon written request, 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 Bearer Notes in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) the total number by maturity date (if applicable) of Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes.Notes.‌ 11.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and destruction, promptly upon written 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 (if applicable) of Receipts, Coupons and Talons destroyed. 11.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity (if applicable) 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 Issuer, 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. 11.5 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 11.1subclause 14.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 16.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts Receipt 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 paidpaid or, in the case of Book Entry Notes, the Issuer shall instruct the Portuguese Paying Agent to procure that the Book Entry Notes will be forthwith cancelled by Interbolsa following receipt by Interbolsa of notice thereof. In addition, the relevant Issuer and, where the Issuer is PTIF, PT and PTC shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant Issuer and, where the Issuer is PTIF, PT and PTC 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 16.2 The Principal Paying Agent shall deliver to the relevant Issuer and the Trustee as soon as reasonably practicable and in any event within three four months after the date of each repaymentsuch redemption, purchase, payment, cancellation exchange 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 themReceipts and Coupons 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 Receipts, Coupons or Talons attached to them or delivered with themform and Receipts 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 Receipts and Coupons; (d) the aggregate amount of interest paid (and the 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 Issuer and, where the Issuer is PTIF, PT, PTC or any other Subsidiary 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 Receipts, Coupons and Talons cancelled; andattached thereto or surrendered therewith; (ef) the aggregate nominal amounts of Notes and Receipts 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 (in where applicable, of each denomination) by maturity date of such Coupons and Talons; (g) the case total number (where applicable, of each denomination) by maturity date of unmatured Coupons missing from Definitive Notes) 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. 11.3 16.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction forthwith upon destruction, furnish the Issuer and upon written request, send to the relevant Issuer 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 Receipts, Coupons and Talons so destroyed. 11.4 16.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.2pursuant to sub-clause 16.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Receipts and Coupons) and of their redemption, redemption or purchase by or on behalf of the relevant Issuer and, where the Issuer is PTIF, PT, PTC or any of its Subsidiaries and other Subsidiary, cancellation, payment or replacement exchange (as the case may be) and of all replacement Notesnotes, Receiptsreceipts, Coupons coupons or Talons talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of TalonsTalons indefinitely) 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 and Coupons (if any) available to the relevant Issuer and the Trustee and any persons authorised by it them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 16.5 All records and certificates made or given pursuant to this clause 16 shall make a distinction between Bearer and Registered Notes and Coupons and Talons in each Series. 16.6 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 reduced 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 and cancellation, the relevant Issuer has notified the Principal Paying Agent of the same in accordance with sub-clause 11.116.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 15.2 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 15.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, 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 Receipts, Coupons and Talons destroyed. 11.4 15.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.2Clause 15.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its the Issuer's Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or 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 relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf by or in the name of the relevant Issuer 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 NotesNotes in definitive form) with all unmatured Receipts, 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellationtogether, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 all paid Notes, Receipts and Coupons, with a certificate stating the serial numbers in numerical sequence of such Notes in definitive form) with details of all unmatured Receipts, Coupons or Talons attached to them or delivered with them; (c) the aggregate amount paid in respect of interest on the Notes; (d) and Receipts and the total number by maturity date of Receipts, such Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Noteswithin two months after claiming funds for payments. 11.3 12.2 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written request, send to the relevant Issuer a certificate stating the serial numbers of the Notes (in the case of Notes in definitive formi) and the number by maturity date of Receipts, Coupons and Talons destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf payment, exchange and cancellation and in respect of the relevant Issuer or any Notes and Receipts retain such record until the expiry of its Subsidiaries and cancellation, payment or replacement five years after the final maturity date for the Notes; (as the case may beii) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Agent shall in respect of the Coupons and Talons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten five years from the Relevant Date in respect thereafter a record of such all paid Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons Talons of that maturity or and a list record of the serial numbers total number of Coupons of that maturity still remaining unpaid or and Talons of that maturity still remaining unexchanged. The Agent shall ; and (iii) make such records available at all reasonable times make the record available to the relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from itIssuer. 11.5 12.3 The Agent is or its authorised by agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and furnish the relevant Issuer as soon as reasonably practicable (and instructed to in any event within six months after the date of redemption, payment or receipt) upon request with a certificate of destruction containing written particulars of the serial numbers of the Notes and Receipts (a) in the case of any Global Note which is Notes in definitive form) and the number by maturity date of Coupons and Talons and the total face value of Coupons so destroyed. 12.4 All records and certificates made or given pursuant to this clause 12 and clause 13 shall make a CGNdistinction between Notes, to endorse or to arrange for the endorsement Receipts, Coupons and Talons 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 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, in the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing case of CGNs, all Notes which are purchased by or on behalf of the relevant Issuer, the Guarantor (where the relevant Issuer is UUWF) 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 Receipts, Coupons or Talons (if any) attached to them thereto or surrendered therewith, shall be cancelled by the Paying Agent to which they are surrendered. In the case of NGNs, the Issuer and (where the relevant Issuer is UUWF) the Guarantor 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 of its respective Subsidiaries and all such Notes which are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Bearer Notes) with themall unmatured Receipts, Coupons or Talons (if any) attached thereto or surrendered therewith, 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, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 14.2 The Principal Paying Agent shall deliver to the relevant Issuer, the Guarantor (where the relevant Issuer is UUWF) 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 paid in respect of themthereof; (b) the number of Notes cancelled together (in the case of Bearer Notes in definitive form) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons so cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the such Notes. 11.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and forthwith upon written requestdestruction, 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 Receipts, Coupons and Talons so destroyed. 11.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under pursuant to subclause 11.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase by or on behalf of the relevant Issuer or (where the relevant Issuer is UUWF) the Guarantor or any of its respective Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Receipts Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the such record available to the relevant Issuer, the Guarantor (where the relevant Issuer is UUWF), 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. 11.5 14.5 The Principal Paying Agent is authorised by the relevant Issuer Issuers 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 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 11.1subclause 14.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 15.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have been transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer shall as soon as reasonably practicable immediately notify the Issuing and Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Issuing and Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Issuing and Principal Paying Agent or as the Issuing and Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or . 15.2 The Issuing and Principal Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will upon request the immediate cancellation of the Notes. 11.2 The 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 amounts in respect of themReceipts and Coupons 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 Receipts, Coupons or Talons attached to them or delivered with themform and Receipts 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 Receipts and Coupons; (d) the aggregate amount of interest paid (and the 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 Receipts, Coupons and Talons cancelledattached thereto or surrendered therewith; (f) the aggregate nominal amounts of Notes and Receipts 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; and (e) (in the case of Definitive Notesg) the serial numbers total number (where applicable, of the Noteseach denomination) by maturity date of Talons which have been exchanged for further Coupons. 11.3 15.3 The Issuing and Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written request, 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 Receipts, Coupons and Talons destroyed. 11.4 15.4 Without prejudice to the obligations of the Issuing and Principal Paying Agent under subclause 11.212.2, the Issuing and Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 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 Issuing and Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 15.5 The Issuing and 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 notified the Issuing and Principal Paying Agent of the same in accordance with clause 11.115.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled delivered outside the United States to the Agent, and shall be canceled by the Paying Agent by which they are redeemed, exchanged or paidAgent. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer Corporation or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying the Agent for cancellation, together (in the case of Definitive NotesNotes in definitive form) with all unmatured Receipts, Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled canceled 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or Paying Agent no later than two Agent. (2) Business Days prior The Corporation shall have the right to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by request that the Agent or Paying Agentprovide, it will request without limitation, the immediate cancellation of the Notes. 11.2 The 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 statingfollowing information: (a) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled canceled together (in the case of Notes in definitive formDefinitive Notes, if any) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons cancelled; andso canceled; (e) (in the case of Definitive Notes, if any) the serial numbers of such Notes, shall be given to the NotesCorporation 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. 11.3 (3) The Agent shall destroy all cancelled canceled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyedTalons. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the (4) The Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant 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, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 Corporation and any persons authorised authorized by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 The Agent is authorised by the relevant Issuer (5) All records and instructed certificates made or given pursuant to (a) in the case this Clause 12 and Clause 13 shall make a distinction between Notes, Receipts, 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 relevant Issuer has notified the Agent of the same in accordance with clause 11.1each Series.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 (1) All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled delivered outside the United States and its possessions to the Agent, and shall be canceled by the Paying Agent by which they are redeemed, exchanged or paidAgent. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased by or on behalf of the relevant Issuer or any of its Subsidiaries subsidiaries and all such Notes are surrendered to a Paying the Agent for cancellation, together (in the case of Notes in Definitive Notesform) with all unmatured Receipts, Coupons or Talons (if any) attached to them thereto or surrendered with themtherewith, shall be cancelled canceled 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, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. Agent. (2) The Issuer shall provide have the instructions right to request that the Agent or Paying Agent no later than two (2) Business Days prior to provide, without limitation, the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by the Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 statingfollowing information: (a) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (b) the number of Notes cancelled canceled together (in the case of Notes in definitive formDefinitive Notes, if any) with details of all unmatured Receipts, 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 Receipts, Coupons and Talons cancelledso canceled; and (e) (in the case of Definitive Notes) , if any, the serial numbers of such Notes, which shall be given to the NotesIssuer 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. 11.3 (3) The Agent shall destroy all cancelled canceled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written 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 Receipts, Coupons and Talons destroyedTalons. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the (4) The Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant 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, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 authorized by it for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 11.5 (5) All records and certificates made or given pursuant to this Clause 12 and Clause 13 shall make a distinction between Notes, Receipts, Coupons and Talons of each Series. (6) 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 11.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 15.1 All Notes which are redeemedredeemed (together with all unmatured Coupons attached thereto or delivered therewith), all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Receipts or and 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 paid. In addition, the relevant Issuer shall as soon as reasonably practicable notify the Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrenderedexchanged. Each of the Paying Agents shall give to the Principal Paying Agent details of all payments and exchanges made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If The Issuer shall immediately notify the Principal Paying Agent in writing of all Notes which are purchased by the Issuer purchases or any of its Notes for cancellationSubsidiaries, and the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the may, at its option, procure that such Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 The 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (eappertaining thereto) (in are promptly surrendered to the case of Definitive Notes) the serial numbers of the NotesPrincipal Paying Agent or its authorised agent for cancellation. 11.3 15.2 The Principal Paying Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable following their destruction and upon written request, send to furnish the relevant Issuer with a certificate stating of destruction containing written particulars of the serial Series and certificate numbers of the Notes (in the case of Notes in definitive form) Notes, Receipts and Talons and the Series number and number by maturity date of Receipts, Coupons and Talons so destroyed. 11.4 Without prejudice to the obligations of the Agent under subclause 11.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer or any of its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. 15.3 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 relevant Issuer and any persons authorised by it for inspection and for the taking of copies of it or extracts from it. 11.5 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 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 Principal Paying Agent of the same in accordance with clause 11.1Clause 15.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Registered Notes which have transferred, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged exchanged, transferred or paid. In addition, the relevant Issuer and the Guarantor shall as soon as reasonably practicable immediately notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the relevant 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 Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each 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, Receipts, Coupons and Talons to the Principal Paying Agent or as the Principal Paying Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes. 11.2 14.2 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 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 14.3 The Principal Paying Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons and, as soon as reasonably practicable immediately following their destruction and upon written requestdestruction, 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 Receipts, Coupons and Talons destroyed.destroyed.‌ 11.4 14.4 Without prejudice to the obligations of the Principal Paying Agent under subclause 11.214.2, the Principal Paying Agent shall keep a full and complete record of all Notes, Receipts, 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, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Principal Paying Agent shall in respect of the Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry of ten years from the Relevant Date in respect of such Coupons and (in the case of Talons) indefinitely either all paid or exchanged Coupons of that maturity or a list of the serial numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Principal Paying Agent shall at all reasonable times make the record available to the relevant Issuer 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. 11.5 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 11.1subclause 14.1.

CANCELLATION OF NOTES, RECEIPTS, COUPONS AND TALONS. 11.1 12.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Receipts or Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the relevant Issuer or the Guarantor, as the case may be, shall as soon as reasonably practicable immediately notify the Agent in writing of all Notes which are purchased on behalf of the relevant Issuer Issuer, if applicable, the Guarantor or any of its their Subsidiaries and all such Notes are surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Receipts, Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Receipts, Coupons and Talons to the Agent or as the Agent may specify. If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Agent or Paying Agent instructions in the form agreed to by the Agent or Paying Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Agent or 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 Agent or Paying Agent, it will request the immediate cancellation of the Notes/Securities. 11.2 12.2 The Agent shall deliver to the relevant Issuer as soon as reasonably practicable and in any event within three months after and, if applicable, the date of each repaymentGuarantor, payment, cancellation or replacement, as the case may be, upon written request therefore 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 Receipts, 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 Receipts, Coupons and Talons cancelled; and (e) (in the case of Definitive Notes) the serial numbers of the Notes. 11.3 12.3 The Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons andand shall, as soon as reasonably practicable following their destruction and upon written request, send to the relevant Issuer and, if applicable, 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 Receipts, Coupons and Talons destroyed. 11.4 12.4 Without prejudice to the obligations of the Agent under subclause 11.212.2, the Agent shall keep a full and complete record of all Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the relevant Issuer and, if applicable, the Guarantor or any of its their Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Receipts, Coupons or Talons issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes, Receipts, 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 relevant Issuer and, if applicable, the Guarantor and any persons authorised by it any of them for inspection and for the taking of copies of it or extracts from it. 11.5 12.5 The Agent is authorised by each Issuer and the relevant Issuer 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 or, as the case may be, the Guarantor has notified the Agent of the same in accordance with clause 11.112.1.