Common use of Determinations and Delivery Clause in Contracts

Determinations and Delivery. Failure properly to complete and deliver an Asset Transfer Notice may result in such notice being treated as null and void. Any determination as to whether such notice has been properly completed and delivered as provided in these Conditions shall be made, in the case of Notes represented by a Global Note, by the relevant Clearing System, after consultation with the Issuer and shall be conclusive and binding on the Issuer and the relevant Noteholder and, in the case of Notes in definitive form, by the relevant Paying Agent after consultation with the Issuer, and shall be conclusive and binding on the Issuer and the relevant Noteholder. If any Asset Transfer Notice deemed null and void in accordance with the foregoing paragraph is subsequently corrected to the satisfaction of the relevant Clearing System in consultation with the Agent, it shall be deemed to be a new Asset Transfer Notice submitted at the time such corrected Asset Transfer Notice was delivered to the relevant Clearing System (with a copy to the Agent). No Asset Transfer Notice may be withdrawn after receipt thereof by the relevant Clearing System or the Agent, as the case may be, as provided above. After delivery of an Asset Transfer Notice, the relevant Noteholder may not transfer the Notes which are the subject of such notice. The Asset Amount will be delivered at the risk of the relevant Noteholder, in the manner provided below on the Maturity Date (such date, subject to adjustment in accordance with this Condition, the Delivery Date), provided that the Asset Transfer Notice is duly delivered to the relevant Clearing System (with a copy to the Agent), as provided above on or prior to the Cut-Off Date. If a Noteholder fails to give an Asset Transfer Notice as provided herein with a copy to the Agent, on or prior to the Cut-Off Date, then the Asset Amount will be delivered as soon as practicable after the Maturity Date, as defined in the Final Terms (in which case, such date of delivery shall be deemed the Delivery Date) at the risk of such Noteholder in the manner provided below. In such circumstances the relevant Noteholder shall not be entitled to any payment, whether of interest or otherwise, and the Issuer shall have no liability whatsoever, as a result of the Delivery Date falling after the Maturity Date. The Issuer shall, at the relevant Noteholder's risk, deliver or procure the delivery of the Asset Amount relating to each Note, pursuant to the details specified in the Asset Transfer Notice or in such commercially reasonable manner as the Calculation Agent shall in its sole and absolute discretion determine and notify to the person designated by the Noteholder in the relevant Asset Transfer Notice. No delivery of the Asset Amount shall be made until all Delivery Expenses have been paid to the satisfaction of the Issuer by the relevant Noteholder.

Determinations and Delivery. Failure properly to complete and deliver an Asset Transfer Notice may result in such notice being treated as null and void. Any determination as to whether such notice has been properly an Asset Transfer Notice is duly completed and delivered as provided in these Conditions proper form shall be made, made by the Relevant Clearing System in consultation with the Principal Agent (in the case of Notes represented held by a Global Note, by the relevant Relevant Clearing System, after consultation with ) or the Issuer and shall be conclusive and binding on the Issuer and the relevant Noteholder and, Principal Agent (in the case of Notes in definitive form, that are not held by the relevant Paying Agent a Relevant Clearing System) after consultation consulting with the IssuerIssuer and the Delivery Agent, and shall be conclusive and binding on the Issuer Issuer, the Principal Agent, the Delivery Agent, and the relevant Noteholder. If Subject as set out below, any Asset Transfer Notice deemed so determined to be incomplete or not in proper form, or which is not copied or sent as provided in Condition 5(h)(A)(1) above, shall be null and void in accordance with the foregoing paragraph void. If such Asset Transfer Notice is subsequently corrected to the satisfaction of the relevant Relevant Clearing System in consultation with or the Principal Agent, as applicable, it shall be deemed to be a new Asset Transfer Notice submitted at the time such corrected Asset Transfer Notice correction was delivered to the relevant Relevant Clearing System or the Principal Agent, as applicable. The Relevant Clearing System (or the Principal Agent in the case of Notes held outside a Relevant Clearing System) shall use its best efforts promptly to notify the Noteholder submitting an Asset Transfer Notice if, in consultation with the Principal Agent (in the case of Notes held by a copy Relevant Clearing System) after consulting with the Issuer and the Delivery Agent, it has determined that such Asset Transfer Notice is incomplete or not in proper form. In the absence of negligence or willful misconduct on its part, none of the Issuer, the Agents, or the Relevant Clearing System shall be liable to any person with respect to any action taken or omitted to be taken in connection with such determination or the Agent)notification of such determination to a Noteholder. No Asset Transfer Notice may be withdrawn after receipt thereof by either the relevant Relevant Clearing System or the applicable Paying Agent, as the case may be, as provided above. After delivery of an Asset Transfer Notice, the relevant Noteholder may not transfer the Notes which are the subject of such notice. The Asset Physical Delivery Amount will be delivered at the risk of the relevant Noteholder, in the manner provided below on the Interest Payment Date, the Maturity Date Date, or any other relevant date as specified in the applicable Final Terms, as the case may be (such date, subject to adjustment in accordance with this ConditionCondition 5(h), the “Delivery Date”), provided that the Asset Transfer Notice is duly delivered to the relevant Relevant Clearing System (with a copy to the or any Paying Agent), as applicable, as provided above on or prior to the Physical Delivery Cut-Off Date. If a Noteholder fails to give an Asset Transfer Notice as provided herein with a copy to the Agent, on or prior to the Physical Delivery Cut-Off Date, then the Asset Physical Delivery Amount will be delivered as soon as practicable after the Interest Payment Date, Maturity Date, or other relevant date as defined specified in the applicable Final Terms Terms, as the case may be, (in which case, such date of delivery shall be deemed the Delivery Date) at the risk of such Noteholder in the manner provided below. In For the avoidance of doubt, in such circumstances the relevant such Noteholder shall not be entitled to any payment, whether of interest or otherwise, and the Issuer shall have no liability whatsoever, as a result of the such Delivery Date falling after the Interest Payment Date, Maturity Date, or such other relevant date as specified in the applicable Final Terms and no liability in respect thereof shall attach to the Issuer, the Calculation Agent, or the Delivery Agent. The Issuer shall, at the risk of the relevant Noteholder's risk, deliver or procure the delivery of the Asset Physical Delivery Amount relating to for each Note, pursuant to the details specified in the Asset Transfer Notice or in such commercially reasonable manner as the Calculation Agent Issuer shall in its sole and absolute discretion determine and notify to the person designated by the Noteholder in the relevant Asset Transfer Notice, provided that in the case of Notes held by a Relevant Clearing System, all deliveries are expected to be made through such Relevant Clearing System. No All Expenses arising from the delivery of the Asset Physical Delivery Amount in respect of such Notes shall be for the account of the relevant Noteholder, and no delivery of the Physical Delivery Amount shall be made until all Delivery Expenses have been paid to the satisfaction of the Issuer by the relevant Noteholder.

Determinations and Delivery. Failure properly to complete and deliver an Asset Transfer Notice may result in such notice being treated as null and void. Any determination as to whether such notice has been properly an Asset Transfer Notice is duly completed and delivered as provided in these Conditions proper form shall be made, made by the Relevant Clearing System in consultation with the Principal Agent (in the case of Notes represented held by a Global Note, by the relevant Relevant Clearing System, after consultation with ) or the Issuer and shall be conclusive and binding on the Issuer and the relevant Noteholder and, Principal Agent (in the case of Notes in definitive form, that are not held by the relevant Paying Agent a Relevant Clearing System) after consultation consulting with the IssuerIssuer and the Delivery Agent, and shall be conclusive and binding on the Issuer Issuer, the Guarantor, the Principal Agent, the Delivery Agent, and the relevant NoteholderHolder. If Subject as set out below, any Asset Transfer Notice deemed so determined to be incomplete or not in proper form, or which is not copied or sent as provided in paragraph (1) above, shall be null and void in accordance with the foregoing paragraph void. If such Asset Transfer Notice is subsequently corrected to the satisfaction of the relevant Relevant Clearing System in consultation with or the Principal Agent, as applicable, it shall be deemed to be a new Asset Transfer Notice submitted at the time such corrected Asset Transfer Notice correction was delivered to the relevant Relevant Clearing System or the Principal Agent, as applicable. The Relevant Clearing System (or the Principal Agent in the case of Notes held outside a Relevant Clearing System) shall use its best efforts promptly to notify the Holder submitting an Asset Transfer Notice if, in consultation with the Principal Agent (in the case of Notes held by a copy Relevant Clearing System) after consulting with the Issuer and the Delivery Agent, it has determined that such Asset Transfer Notice is incomplete or not in proper form. In the absence of negligence or willful misconduct on its part, none of the Issuer, the Guarantor, the Agents, or the Relevant Clearing System shall be liable to any person with respect to any action taken or omitted to be taken in connection with such determination or the Agent)notification of such determination to a Holder. No Asset Transfer Notice may be withdrawn after receipt thereof by the relevant Relevant Clearing System or the applicable Paying Agent, as the case may beapplicable, as provided above. After delivery of an Asset Transfer Notice, the relevant Noteholder Holder may not transfer the Notes which are the subject of such notice. The Asset Physical Delivery Amount will be delivered at the risk of the relevant NoteholderHolder, in the manner provided below on the Interest Payment Date, the Maturity Date Date, or any other relevant date as specified in the applicable Final Terms, as the case may be (such date, subject to adjustment in accordance with this General Note Condition, the “Delivery Date”), provided that the Asset Transfer Notice is duly delivered to the relevant Relevant Clearing System (with a copy to the or any Paying Agent), as applicable, as provided above on or prior to the Physical Delivery Cut-Off Date. If a Noteholder Holder fails to give an Asset Transfer Notice as provided herein with a copy to the Agent, on or prior to the Physical Delivery Cut-Off Date, then the Asset Physical Delivery Amount will be delivered as soon as practicable after the Interest Payment Date, Maturity Date, or other relevant date as defined specified in the applicable Final Terms Terms, as the case may be, (in which case, such date of delivery shall be deemed the Delivery Date) at the risk of such Noteholder Holder in the manner provided below. In For the avoidance of doubt, in such circumstances the relevant Noteholder such Holder shall not be entitled to any payment, whether of interest or otherwise, and the Issuer shall have no liability whatsoever, as a result of the such Delivery Date falling after the Interest Payment Date, Maturity Date, or such other relevant date as specified in the applicable Final Terms and no liability in respect thereof shall attach to the Issuer, the Guarantor, the Calculation Agent, or the Delivery Agent. The Issuer shall, at the risk of the relevant Noteholder's riskHolder, deliver or procure the delivery of the Asset Physical Delivery Amount relating to for each Note, pursuant to the details specified in the Asset Transfer Notice or in such commercially reasonable manner as the Calculation Agent Issuer shall in its sole and absolute discretion determine and notify to the person designated by the Noteholder Holder in the relevant Asset Transfer Notice, provided that in the case of Notes held by a Relevant Clearing System, all deliveries are expected to be made through such Relevant Clearing System. No All Expenses arising from the delivery of the Asset Physical Delivery Amount in respect of such Notes shall be for the account of the relevant Holder, and no delivery of the Physical Delivery Amount shall be made until all Delivery Expenses have been paid to the satisfaction of the Issuer by the relevant NoteholderHolder.

Determinations and Delivery. Failure properly to complete and deliver an Asset Transfer Notice may result in such notice being treated as null and void. Any determination as to whether such notice has been properly a Certificate Settlement Notice or an Exercise Notice, as the case may be, is duly completed and delivered as provided in these Conditions proper form shall be made, made by the Relevant Clearing System in consultation with the Principal Agent (in the case of Notes represented Instruments held by a Global Note, by the relevant Relevant Clearing System, ) or the Principal Agent (in the case of Instruments held outside a Relevant Clearing System) after consultation consulting with the Issuer and shall be conclusive and binding on the Issuer and the relevant Noteholder and, in the case of Notes in definitive form, by the relevant Paying Agent after consultation with the IssuerDelivery Agent, and shall be conclusive and binding on the Issuer Issuer, the Guarantor, the Principal Agent, the Delivery Agent, and the relevant NoteholderHolder. Subject as set out below, a Certificate Settlement Notice or an Exercise Notice, as the case may be, so determined to be incomplete or not in proper form shall be null and void. If any Asset Transfer such Exercise Notice deemed null and void in accordance with or Certificate Settlement Notice, as the foregoing paragraph case may be, is subsequently corrected to the satisfaction of the relevant Relevant Clearing System in consultation with the Principal Agent or the Principal Agent, as applicable, it shall be deemed to be a new Asset Transfer Exercise Notice or Certificate Settlement Notice, as the case may be, submitted at the time such corrected Asset Transfer Notice correction was delivered to the relevant Relevant Clearing System, or the Paying Agent, as applicable. The Relevant Clearing System or the Principal Agent, as applicable, shall use its best efforts promptly to notify the Holder submitting an Exercise Notice or Certificate Settlement Notice, as the case may be, if, in consultation with the Principal Agent (in the case of instruments held by a Relevant Clearing System) after consulting with the Issuer and the Delivery Agent, it has determined that such Exercise Notice or Certificate Settlement Notice, as the case may be, is incomplete or not in proper form. In the absence of negligence or willful misconduct on its part, none of the Issuer, the Guarantor, the Paying Agents, or the Relevant Clearing System shall be liable to any person with respect to any action taken or omitted to be taken by it in connection with such determination or the notification of such determination to a copy to the Agent)Holder. No Asset Transfer Exercise Notice or Certificate Settlement Notice, as the case may be, may be withdrawn after receipt thereof by the relevant Relevant Clearing System or the any Paying Agent, as the case may be, as provided above. After delivery of an Asset Transfer Exercise Notice or Certificate Settlement Notice, as the case may be, the relevant Noteholder Holder may not transfer the Notes Instruments which are the subject of such notice. The Asset Physical Delivery Amount will be delivered at the risk of the relevant NoteholderHolder, in the manner provided below on the Maturity Date Interest Payment Date, the Settlement Date, or any other relevant date as specified in the applicable Final Terms, as the case may be (such date, subject to adjustment in accordance with this ConditionGeneral Instrument Condition 9, the “Delivery Date”), provided that the Asset Transfer Exercise Notice or Certificate Settlement Notice, as the case may be, is duly delivered as provided above. If a Holder fails to give an Exercise Notice or Certificate Settlement Notice, as the relevant Clearing System (with a copy to the Agent)case may be, as provided above herein on or prior to the Physical Delivery Cut-Off Date. If a Noteholder fails to give an Asset Transfer Notice as provided herein with a copy to the Agent, on or prior to the Cut-Off off Date, then the Asset Physical Delivery Amount will be delivered as soon as practicable after the Maturity Interest Payment Date, Settlement Date, or other relevant date as defined specified in the applicable Final Terms Terms, as the case may be, (in which case, such date of delivery shall be deemed the Delivery Date) ), at the risk of such Noteholder Holder in the manner provided below. In For the avoidance of doubt, in such circumstances the relevant Noteholder such Holder shall not be entitled to any payment, whether of interest or otherwise, and the Issuer shall have no liability whatsoever, as a result of the such Delivery Date falling after the Maturity Interest Payment Date, Settlement Date, or such other relevant date as specified in the applicable Final Terms and no liability in respect thereof shall attach to the Issuer, the Guarantor, the Calculation Agent, or the Delivery Agent. The Issuer shall, at the risk of the relevant Noteholder's riskHolder, deliver or procure the delivery of the Asset Physical Delivery Amount relating to for each NoteInstrument, pursuant to the details specified in the Asset Transfer Exercise Notice or Certificate Settlement Notice, as the case may be, or in such commercially reasonable manner as the Calculation Agent Issuer shall in its sole and absolute discretion determine and notify to the person designated by the Noteholder Holder in the relevant Asset Transfer Exercise Notice or Certificate Settlement Notice, as the case may be, provided that in the case of Instruments held by a Relevant Clearing System, all deliveries are expected to be made through such Relevant Clearing System. No All Expenses arising from the delivery of the Asset Physical Delivery Amount in respect of such Instruments shall be for the account of the relevant Holder, and no delivery of the Physical Delivery Amount shall be made until all Delivery Expenses have been paid to the satisfaction of the Issuer by the relevant NoteholderHolder.