Common use of ISSUANCE OF INSTRUMENTS Clause in Contracts

ISSUANCE OF INSTRUMENTS. 4.1 Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (London time) on the third (or, in the case of sub-clause 4.1.2 on the second) Banking Day prior to the proposed Issue Date: 4.1.1 confirm by tested fax to the Fiscal Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Fiscal Agent), all such information as the Fiscal Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Global Instrument or Registered Instruments is/are to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master Global Instrument or master Registered Instruments and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; 4.1.2 deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Fiscal Agent or, as the case may be, the Registrar (copied to the Fiscal Agent); and 4.1.3 unless a master Global Instrument or a master Registered Instrument is to be used and the Issuer shall have provided such document to the Fiscal Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Fiscal Agent an appropriate Global Instrument (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a stock of Registered Instruments (in unauthenticated form and with the names of the registered Holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche. 4.2 The Issuer may, at its option, deliver from time to time to the Fiscal Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) and/or, to the Registrar, master Registered Instruments (in unauthenticated form but executed on behalf of the Issuer). 4.3 The Fiscal Agent or, as the case may be, the Registrar shall on behalf of the Issuer, where the relevant Instruments are to be admitted to trading on the Luxembourg Stock Exchange, deliver a copy of the Final Terms in relation to the relevant Tranche to Kredietbank S.A. Luxembourgeoise in its capacity as listing agent for onward delivery to the Luxembourg Stock Exchange as soon as practicable but in any event not later than 11.00 a.m. (local time) on the London business day prior to the proposed issue date therefor. 4.4 On or before 10.00 a.m. (London time) on the Banking Day prior to the issue date in relation to each Tranche, the Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver the relevant Global Instrument or, as the case may be, Registered Instruments to the relevant depositary for Euroclear and/or Clearstream, Luxembourg (which in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument shall be a specified Common Safekeeper) and/or any other relevant clearing system. The Fiscal Agent or, as the case may be, the Registrar shall: 4.4.1 give instructions to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Registered Instruments registered in the name of the relevant depositary, to the Registrar's distribution account; 4.4.2 instruct the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Instrument has been delivered, to credit the underlying Instruments represented by such Global Instrument to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent by the Issuer, on a delivery against payment basis or, if specifically agreed between them, on a delivery free of payment basis; or 4.4.3 in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument, instruct the Common Safekeeper to effectuate the Global Instrument (provided that, if the Fiscal Agent is the Common Safekeeper, the Fiscal Agent shall effectuate the Global Instrument); and to hold each such Instrument to the order of the Issuer pending delivery to the relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Fiscal Agent or, as the case may be, the Registrar) in accordance with the normal procedures of Euroclear or Clearstream, Luxembourg or such other clearing system, as the case may be (provided that in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Instrument) and, following payment, to credit the Instruments represented by such Global Instrument or the Registered Instruments to such securities account(s) as shall have been notified to the Fiscal Agent or, as the case may be, the Registrar by the Issuer. The Fiscal Agent or, as the case may be, the Registrar shall on the issue date in respect of the relevant Tranche and against receipt of funds from the relevant person transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, the Fiscal Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the issue date in respect of the relevant Tranche the relevant Global Instrument or, as the case may be, Registered Instrument. 4.5 If the Fiscal Agent or, as the case may be, the Registrar should pay an amount (an "advance") to the Issuer in the belief that a payment has been or will be received from any person, and if such payment is not received by the Fiscal Agent or, as the case may be, the Registrar on the date that the Fiscal Agent or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from such person) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (i) repayment of the advance or (ii) receipt by the Fiscal Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the Fiscal Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Fiscal Agent not less than ten (five, in the case of an exchange for the Permanent Global Instrument) Banking Days before the relevant Temporary Global Instrument becomes exchangeable therefor, the Permanent Global Instrument (in unauthenticated form (and, if applicable, uneffectuated), but executed by the Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Fiscal Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Instruments (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments and Registered Instruments, the Temporary Global Instrument is exchangeable for Definitive Instruments and/or Registered Instruments, (unless a master Registered Instrument is to be used and the Issuer shall have provided the relevant document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver such Permanent Global Instrument or, as the case may be, Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and, in the case of an NGN Permanent Global Instrument, the Fiscal Agent shall instruct the Common Safekeeper to effectuate the Permanent Global Instrument. 4.7 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Fiscal Agent and/or, as the case may be, the Registrar not less than ten Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive Instruments and/or Registered Instruments (in unauthenticated form (and, if applicable, uneffectuated) but executed by the Issuer and otherwise complete) in relation thereto. The Fiscal Agent or, as the case may be, Registrar shall authenticate and deliver such Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Fiscal Agent shall ensure that (i) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; (ii) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid; and (iii) in the case of Instalment Instruments which are Definitive Instruments without Receipts, any Instalment Amounts that shall have then been paid shall be noted on the grid endorsed on such Definitive Instruments. 4.9 The Fiscal Agent or, as the case may be, the Registrar shall hold in safe keeping all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or, as the case may be, Registered Instruments delivered to it in accordance with this Clause 4, Clause 5 (Replacement Instruments) and Clause 11 (Miscellaneous Duties of the Registrars) and shall ensure that the same (or, in the case of a master Global Instrument or master Registered Instruments, copies thereof) are authenticated, effectuated (if applicable) and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Instrument or Permanent Global Instrument. The Issuer shall ensure that each of the Fiscal Agent, the Registrar and the Replacement Agent (as defined in Clause 0) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under this Clause 4, Clause 5 (Replacement Instruments) and Clause 11 (Miscellaneous Duties of the Registrars) and each of the Fiscal Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the Fiscal Agent and the Registrar is authorised by the Issuer to authenticate and, if applicable, effectuate, such Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments or, as the case may be, Registered Instruments as may be required to be authenticated or, as the case may be, effectuated, hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Fiscal Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments and/or Registered Instruments, the Fiscal Agent or as the case may be, the Registrar, shall:

ISSUANCE OF INSTRUMENTS. Clauses 4.1, 4.2, 4.4 and Clauses 4.6 to 4.18 (inclusive) shall apply to all Instruments other than Book Entry Instruments. Clauses 4.3 and 4.5 shall apply to all Instruments. Clause 4.19 shall apply to Book Entry Instruments only. 4.1 Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (London time) on the third (or, in the case of sub-clause 4.1.2 on the second) Banking Day prior to the proposed Issue Date:Date (in the case of a non-syndicated issue) or the fifth Banking Day prior to the Issue Date (in the case of a syndicated issue): 4.1.1 (a) confirm by tested fax facsimile to the Fiscal Issue and Paying Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Fiscal Issue and Paying Agent), all such information as the Fiscal Issue and Paying Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and and, in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Bearer Global Instrument or master Registered Instruments is/are Global Instrument is to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master Bearer Global Instrument or master Registered Instruments Global Instrument and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; 4.1.2 deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Fiscal Agent or, as the case may be, the Registrar (copied to the Fiscal Agent); and 4.1.3 b) unless a master Bearer Global Instrument or a master Registered Global Instrument is to be used and the Issuer shall have provided such document to the Fiscal Issue and Paying Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Fiscal Issue and Paying Agent an appropriate Bearer Global Instrument (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a stock of master Registered Instruments Global Instrument (in unauthenticated form and with the names of the registered Holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche. 4.2 The Issuer may, at its option, deliver from time to time to the Fiscal Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) and/or, to the Registrar, master Registered Instruments (in unauthenticated form but executed on behalf of the Issuer). 4.3 The Fiscal Agent or, as the case may be, the Registrar shall on behalf of the Issuer, where the relevant Instruments are to be admitted to trading on the Luxembourg Stock Exchange, deliver a copy of the Final Terms in relation to the relevant Tranche to Kredietbank S.A. Luxembourgeoise in its capacity as listing agent for onward delivery to the Luxembourg Stock Exchange as soon as practicable but in any event not later than 11.00 a.m. (local time) on the London business day prior to the proposed issue date therefor. 4.4 On or before 10.00 a.m. (London time) on the Banking Day prior to the issue date in relation to each Tranche, the Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver the relevant Global Instrument or, as the case may be, Registered Instruments to the relevant depositary for Euroclear and/or Clearstream, Luxembourg (which in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument shall be a specified Common Safekeeper) and/or any other relevant clearing system. The Fiscal Agent or, as the case may be, the Registrar shall: 4.4.1 give instructions to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Registered Instruments registered in the name of the relevant depositary, to the Registrar's distribution account; 4.4.2 instruct the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Instrument has been delivered, to credit the underlying Instruments represented by such Global Instrument to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent by the Issuer, on a delivery against payment basis or, if specifically agreed between them, on a delivery free of payment basis; or 4.4.3 in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument, instruct the Common Safekeeper to effectuate the Global Instrument (provided that, if the Fiscal Agent is the Common Safekeeper, the Fiscal Agent shall effectuate the Global Instrument); and to hold each such Instrument to the order of the Issuer pending delivery to the relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Fiscal Agent or, as the case may be, the Registrar) in accordance with the normal procedures of Euroclear or Clearstream, Luxembourg or such other clearing system, as the case may be (provided that in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Instrument) and, following payment, to credit the Instruments represented by such Global Instrument or the Registered Instruments to such securities account(s) as shall have been notified to the Fiscal Agent or, as the case may be, the Registrar by the Issuer. The Fiscal Agent or, as the case may be, the Registrar shall on the issue date in respect of the relevant Tranche and against receipt of funds from the relevant person transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, the Fiscal Agent or, as the case may be, the Registrar shall authenticate and make available by at its specified office on the issue date in respect of the relevant Tranche the relevant Global Instrument or, as the case may be, Registered Instrument. 4.5 If the Fiscal Agent or, as the case may be, the Registrar should pay an amount (an "advance") to the Issuer in the belief that a payment has been or will be received from any person, and if such payment is not received by the Fiscal Agent or, as the case may be, the Registrar on the date that the Fiscal Agent or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from such person) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (i) repayment of the advance or (ii) receipt by the Fiscal Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the Fiscal Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Fiscal Agent not less than ten (five, in the case of an exchange for the Permanent Global Instrument) Banking Days before the relevant Temporary Global Instrument becomes exchangeable therefor, the Permanent Global Instrument (in unauthenticated form (and, if applicable, uneffectuated), but executed by the Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Fiscal Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Instruments (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments and Registered Instruments, the Temporary Global Instrument is exchangeable for Definitive Instruments and/or Registered Instruments, (unless a master Registered Instrument is to be used and the Issuer shall have provided the relevant document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver such Permanent Global Instrument or, as the case may be, Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and, in the case of an NGN Permanent Global Instrument, the Fiscal Agent shall instruct the Common Safekeeper to effectuate the Permanent Global Instrument. 4.7 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Fiscal Agent and/or, as the case may be, the Registrar not less than ten Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive Instruments and/or Registered Instruments (in unauthenticated form (and, if applicable, uneffectuated) but executed by the Issuer and otherwise complete) in relation thereto. The Fiscal Agent or, as the case may be, Registrar shall authenticate and deliver such Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Fiscal Agent shall ensure that (i) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; (ii) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid; and (iii) in the case of Instalment Instruments which are Definitive Instruments without Receipts, any Instalment Amounts that shall have then been paid shall be noted on the grid endorsed on such Definitive Instruments. 4.9 The Fiscal Agent or, as the case may be, the Registrar shall hold in safe keeping all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or, as the case may be, Registered Instruments delivered to it in accordance with this Clause 4, Clause 5 (Replacement Instruments) and Clause 11 (Miscellaneous Duties of the Registrars) and shall ensure that the same (or, in the case of a master Global Instrument or master Registered Instruments, copies thereof) are authenticated, effectuated (if applicable) and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Instrument or Permanent Global Instrument. The Issuer shall ensure that each of the Fiscal Agent, the Registrar and the Replacement Agent (as defined in Clause 0) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under this Clause 4, Clause 5 (Replacement Instruments) and Clause 11 (Miscellaneous Duties of the Registrars) and each of the Fiscal Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the Fiscal Agent and the Registrar is authorised by the Issuer to authenticate and, if applicable, effectuate, such Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments or, as the case may be, Registered Instruments as may be required to be authenticated or, as the case may be, effectuated, hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Fiscal Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments and/or Registered Instruments, the Fiscal Agent or as the case may be, the Registrar, shall:least

ISSUANCE OF INSTRUMENTS. 4.1 Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than 2.00 3.00 p.m. (London time) on the third (or, in the case of sub-clause 4.1.2 on the second) Banking Day prior to the proposed Issue Date: 4.1.1 (a) confirm by tested fax or Swift to the Fiscal Issue and Paying Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Fiscal Issue and Paying Agent), all such information as the Fiscal Issue and Paying Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Master Global Instrument or Registered Instruments is/are to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master Master Global Instrument or master Master Registered Instruments and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; 4.1.2 (b) deliver a copy, duly executed, of the Final Terms in relation to the relevant Tranche to the Fiscal Issue and Paying Agent or, as the case may be, the Registrar (copied to the Fiscal Issue and Paying Agent); and 4.1.3 (c) unless a master Master Global Instrument or a master Master Registered Instrument is to be used and the Issuer shall have provided such document to the Fiscal Issue and Paying Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Fiscal Issue and Paying Agent an appropriate Global Instrument (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a stock of Registered Instruments (in unauthenticated form and with the names of the registered Holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche. 4.2 The Issuer may, at its option, deliver from time to time to the Fiscal Issue and Paying Agent a stock of master Master Temporary Global Instruments and master Master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) and/or, to the Registrar, master Master Registered Instruments (in unauthenticated form but executed on behalf of the Issuer). 4.3 The Fiscal Issue and Paying Agent or, as the case may be, the Registrar shall on behalf of the Issuer, where the relevant Instruments are to be admitted to listing on the Official List and to trading on the Luxembourg Stock ExchangeRegulated Market of Euronext Dublin, deliver a copy of the Final Terms in relation to the relevant Tranche to Kredietbank S.A. Luxembourgeoise in its capacity as listing agent for onward delivery to the Luxembourg Stock Exchange as CBI and the Regulated Market of Euronext Dublinas soon as practicable but in any event not later than 11.00 a.m. 2.00 p.m. (local timeLocal Time) on the London business day Dublin Business Day prior to the proposed issue date therefor. The Issuer authorises the Issue and Paying Agent to submit Final Terms to the CBI and the Regulated Market of Euronext Dublin on behalf of the Issuer. The Issue and Paying Agent shall on behalf of the Issuer, where the relevant Instruments are to be admitted to listing, trading and/or quotation on a listing authority, stock exchange and/or quotation system other than the CBI and the Regulated Market of Euronext Dublin, deliver a copy of the Final Terms in relation to the relevant tranche to such listing authority, stock exchange and/or quotation system as soon as practicable and, in any event, no later than the latest time prescribed by such listing authority, stock exchange and/or quotation system for the submission of Final Terms. 4.4 On or before 10.00 a.m. (London time) on the Banking Day prior to the issue date in relation to each Tranche, the Fiscal Issue and Paying Agent (or its agent) or, as the case may be, the Registrar (or its agent) shall authenticate and deliver the relevant Global Instrument or, as the case may be, Registered Instruments to to: (a) the relevant depositary for Euroclear and/or Clearstream, Luxembourg (which in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument shall be a specified Common Safekeeper) and/or any other relevant clearing system. The Fiscal Issue and Paying Agent or, as the case may be, the Registrar shall: 4.4.1 shall give instructions to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system to whom (or to whose depository or Common Safekeeper) such Global Instrument has been delivered, to credit Instruments represented by a Global Instrument or, as the case may be, Registered Instruments registered in the name of the relevant depositary, to the Issue and Paying Agent's or, as the case may be, the Registrar's distribution account; 4.4.2 instruct the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Instrument has been delivered, to credit the underlying Instruments represented by such Global Instrument to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent by the Issuer, on a delivery against payment basis or, if specifically agreed between them, on a delivery free of payment basis; or 4.4.3 in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument, instruct the Common Safekeeper to effectuate the Global Instrument (provided that, if the Fiscal Agent is the Common Safekeeper, the Fiscal Agent shall effectuate the Global Instrument); account and to hold each such Instrument to the order of the Issuer pending delivery to the relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Fiscal Issue and Paying Agent or, as the case may be, the Registrar) in accordance with the normal procedures of Euroclear or Clearstream, Luxembourg or such other clearing system, as the case may be (provided that in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Instrument) and, following payment, to credit the Instruments represented by such Global Instrument or the Registered Instruments to such securities account(s) as shall have been notified to the Fiscal Issue and Paying Agent or, as the case may be, the Registrar by the IssuerRelevant Dealer. The Fiscal Issue and Paying Agent or, as the case may be, the Registrar shall on the issue date in respect of the relevant Tranche and against receipt of funds from the relevant person Dealer(s) transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. 4.1 above.If no such securities account(s) shall have been specified, the Fiscal Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the issue date in respect of the relevant Tranche the relevant Global Instrument or, as the case may be, Registered Instrument.Instruments; or 4.5 If (b) in the Fiscal Agent orcase of settlement under the ICSD DVP Syndicated New Issues Process, to the relevant depositary or specified Common Safekeeper for Euroclear and/or Clearstream, Luxembourg, as the case may be, for the Registrar relevant depositary or specified Common Safekeeper to instruct Euroclear and/or Clearstream, Luxembourg, as the case may be, (i) to credit the Instruments represented by such Global Instrument free of payment to the Commissionaire Account of the mandated Dealer or such other Dealer as the Issuer may direct to settle the Instruments (the "Settlement Bank") and (ii) to release the Instruments only following payment of the proceeds of the issue into the Commissionaire Account, on a delivery against payment basis. In the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument, such NGN Temporary Global Instrument or NGN Permanent Global Instrument must be delivered to the specified Common Safekeeper together with instructions to the specified Common Safekeeper to effectuate the NGN Temporary Global Instrument or an NGN Permanent Global Instrument, as applicable; 4.5 If the Issue and Paying Agent should pay an amount (an "advance") to the Issuer in the belief that a payment has been or will be received from any persona Dealer, and if such payment is not received by the Fiscal Issue and Paying Agent or, as the case may be, the Registrar on the date that the Fiscal Issue and Paying Agent or, as the case may be, the Registrar pays the Issuer, the Issuer (whom failing, the Guarantor) shall forthwith repay the advance (unless prior to such repayment the payment is received from such personthe Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (i) repayment of the advance or (ii) receipt by the Fiscal Issue and Paying Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the Fiscal Issue and Paying Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Fiscal Issue and Paying Agent not less than ten (fiveor, in the case of an exchange for the Permanent Global Instrument) , five Banking Days before the relevant Temporary Global Instrument becomes exchangeable therefor, the Permanent Global Instrument (in unauthenticated form (and, if applicable, uneffectuated)form, but executed by the Issuer and otherwise complete) in relation thereto unless a master Master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Fiscal Issue and Paying Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Instruments (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments and Registered Instruments, the Temporary Global Instrument is exchangeable for Definitive Instruments and/or Registered Instruments, (unless a master Master Registered Instrument is to be used and the Issuer shall have provided the relevant document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Fiscal Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver such Permanent Global Instrument or, as the case may be, Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and, in the case of an NGN Permanent Global Instrument, the Fiscal Issue and Paying Agent shall instruct the Common Safekeeper to effectuate the Permanent Global Instrument. 4.7 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Fiscal Issue and Paying Agent and/or, as the case may be, the Registrar not less than ten Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive Instruments and/or Registered Instruments (in unauthenticated form (and, if applicable, uneffectuated) but executed by the Issuer and otherwise complete) in relation thereto. The Fiscal Issue and Paying Agent or, as the case may be, Registrar shall authenticate and deliver such Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Fiscal Issue and Paying Agent shall ensure that (i) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; (ii) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid; and (iii) in the case of Instalment Instruments which are Definitive Instruments without Receipts, any Instalment Amounts that shall have then been paid shall be noted on the grid endorsed on such Definitive Instruments. 4.9 The Fiscal Issue and Paying Agent or, as the case may be, the Registrar shall hold in its safe keeping physical possession as bailee, in its vault, all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or, as the case may be, Registered Instruments delivered to it in accordance with this Clause 44 (Issuance of Instruments), Clause 5 (Replacement Instruments) and Clause 11 12 (Miscellaneous Duties of the Registrars) and shall ensure that the same (or, in the case of a master Master Global Instrument or master Master Registered Instruments, copies thereof) are authenticated, effectuated (if applicable) authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Instrument or Permanent Global Instrument. The Issuer shall ensure that each of the Fiscal Issue and Paying Agent, the Registrar and the Replacement Agent (as defined in Clause 05.1) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under this Clause 44 (Issuance of Instruments), Clause 5 (Replacement Instruments) and Clause 11 12 (Miscellaneous Duties of the Registrars) and each of the Fiscal Issue and Paying Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the Fiscal Issue and Paying Agent and the Registrar is authorised by the Issuer to authenticate and, if applicable, effectuate, such Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments or, as the case may be, Registered Instruments as may be required to be authenticated or, as the case may be, effectuated, hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Fiscal Issue and Paying Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments Instruments, and/or Registered Instruments, the Fiscal Issue and Paying Agent or as the case may be, the Registrar, shall:

ISSUANCE OF INSTRUMENTS. 4.1 Upon the conclusion of any Relevant Agreement, agreement between the Issuer and any Dealer(s) for the sale by the Issuer and the purchase by such Dealer(s) of any Instruments the Issuer shall, as soon as practicable but in any event, event not later than 2.00 3.00 p.m. (London Luxembourg time) on the third (orfour Luxembourg Banking Days, in the case of sub-clause 4.1.2 on the second) Banking Day prior to the proposed Issue Dateissue date therefor: 4.1.1 (a) confirm by tested fax telex or tested fax, to the Fiscal Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Fiscal Agent), ) all such information as the Fiscal Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Temporary Global Instrument or Registered Instruments from the stock provided for in Clause 4.2 is/are to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master such Temporary Global Instrument or master Registered Instruments and (if medium term note Instruments, the settlement and payment procedures are applicable to apply) the relevant Tranche of Instruments and the account of the Issuer to which payment should be made; 4.1.2 (b) deliver a copy, duly executed, executed copy of the Final Terms Pricing Supplement in relation to the relevant Tranche to the Fiscal Agent or, as the case may be, the Registrar (copied to the Fiscal Agent); and 4.1.3 (c) unless a master Temporary Global Instrument or a master Registered Instrument from the stock provided for in Clause 4.2 is to be used and the Issuer shall have provided such document to the Fiscal Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Fiscal Agent an appropriate a Temporary Global Instrument (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a stock of Registered Instruments (in unauthenticated form and with the names of the registered Holders holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche. 4.2 The Issuer may, at its option, deliver from time to time to the Fiscal Agent a stock of master pro forma Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) and/or, to the Registrar, master a stock of pro forma Registered Instruments (in unauthenticated form but executed on behalf of the Issuer). Any such stock of Instruments shall be held in safe custody by the Fiscal Agent or, as the case may be, the Registrar upon trust for the Issuer for use only in accordance with the written instructions of the Issuer. The Fiscal Agent or, as the case may be, the Registrar shall return the stock of Instruments to the Issuer forthwith upon written request by the Issuer. 4.3 The Fiscal Agent or, as the case may be, the Registrar shall shall, on behalf of the Issuer, where the relevant Instruments are to be admitted to trading listed on the Luxembourg Stock ExchangeSWX, deliver a copy of the Final Terms Pricing Supplement in relation to the relevant Tranche to Kredietbank S.A. Luxembourgeoise in its capacity as listing agent for onward delivery to the Luxembourg Stock Exchange Listing Agent as soon as practicable but in any event not later than 11.00 a.m. 2.00 p.m. (local time) on the London business day two Zurich Banking Days prior to the proposed issue date therefor. 4.4 The provisions of this Clause 4.4 shall apply to each Tranche of Instruments unless otherwise agreed between the Issuer, the Relevant Dealer and the Fiscal Agent or (in the case of Registered Instruments) the Registrar. On or before 10.00 a.m. (London local time) on the two Banking Day Days prior to the issue date in relation to each Tranche, the Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver to the relevant depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system the relevant Temporary Global Instrument or, as the case may be, Registered Instruments together with instructions to the relevant depositary for Euroclear and/or or Clearstream, Luxembourg (which in or such other clearing system to credit the case of an NGN Instruments represented by such Temporary Global Instrument or an NGN Permanent Global Instrument shall be a specified Common Safekeeper) and/or any other relevant clearing system. The Fiscal Agent or, as the case may be, the Registrar shall: 4.4.1 give instructions to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Registered Instruments registered in the name of the relevant depositary, to the Registrar's distribution account; 4.4.2 instruct the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Instrument has been delivered, to credit the underlying Instruments represented by such Global Instrument to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent by the Issuer, on a delivery against payment basis or, if specifically agreed between them, on a delivery free of payment basis; or 4.4.3 in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument, instruct the Common Safekeeper to effectuate the Global Instrument (provided that, if the Fiscal Agent is the Common Safekeeper, the Fiscal Agent shall effectuate the Global Instrument); and to hold each such Instrument to the order of the Issuer pending delivery to the relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Fiscal Agent) as shall have been notified to the Fiscal Agent by the Issuer. The Fiscal Agent shall give instructions to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Instruments represented by a Temporary Global Instrument or, as the case may be, Registered Instruments registered in the Registrarname of the relevant depositary, to the Fiscal Agent’s distribution account. Unless otherwise agreed in respect of any Tranche of Instruments by the Issuer and the Relevant Dealer and notified to the Fiscal Agent each Instrument which is so credited to the Fiscal Agent’s distribution account with Euroclear or Clearstream, Luxembourg or such other clearing system following the delivery of a Temporary Global Instrument or Registered Instrument to the relevant depositary shall be held to the order of the Issuer pending delivery to the relevant Dealer(s) on a delivery against payment basis in accordance with the normal procedures of Euroclear or Clearstream, Luxembourg or such other clearing system, as the case may be (provided that in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Instrument) and, following payment, to credit the Instruments represented by such Global Instrument or the Registered Instruments to such securities account(s) as shall have been notified to the Fiscal Agent or, as the case may be, the Registrar by the Issuer. The Fiscal Agent or, as the case may be, the Registrar shall on the issue date in respect of the relevant Tranche and against receipt of funds from the relevant person Dealer(s) transfer (with same value date) the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, the Fiscal Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the issue date in respect of the relevant Tranche the relevant Global Instrument or, as the case may be, Registered Instrument4.1 above. 4.5 If the Fiscal Agent or, as the case may be, the Registrar should pay an amount (an "“advance"”) to the Issuer in the belief that a payment has been or will be received from any person, a Dealer and if such payment is not received by the Fiscal Agent or, as the case may be, the Registrar on the date that the Fiscal Agent or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from such personthe Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (or 366 days days, in the case of a leap year) in the case of an advance paid in sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (i) repayment of the advance or (ii) receipt by the Fiscal Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified per annum specified by the Fiscal Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Unless a Permanent Global Instrument from the stock provided for in Clause 4.2 is to be used and the Issuer has provided such document to the Fiscal Agent pursuant to Clause 4.2, the Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global InstrumentBearer Instruments, ensure that there is delivered to the Fiscal Agent not less than ten (five, in the case of an exchange for the Permanent Global Instrument) four Luxembourg Banking Days before the Exchange Date for the relevant Temporary Global Instrument becomes exchangeable thereforInstrument, the Permanent Global Instrument (in unauthenticated form (and, if applicable, uneffectuated), but executed by the Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Fiscal Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Instruments or Registered Instruments (in unauthenticated form, form but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments and Registered Instruments, the Temporary Global Instrument is exchangeable for Definitive Instruments and/or Registered Instruments, (unless a master Registered Instrument from the stock provided for in Clause 4.2 is to be used and the Issuer shall have provided the relevant such document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Fiscal Agent or, as the case may be, the Registrar Registrar, shall authenticate and deliver such Permanent Global Instrument or, as the case may be, Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and, in the case of an NGN Permanent Global Instrument, the Fiscal Agent shall instruct the Common Safekeeper to effectuate the Permanent Global Instrument. 4.7 The Issuer shall, in relation to each Tranche of Bearer Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its termsInstrument, ensure that there is delivered to the Fiscal Agent and/or, as the case may be, the Registrar not less than ten Luxembourg Banking Days before the latest date day on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive Instruments and/or Registered Instruments (in unauthenticated form (and, if applicable, uneffectuated) but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments and Registered Instruments, the Permanent Global Instrument is exchangeable for Definitive Instruments and/or Registered Instruments, (unless a Registered Instrument from the stock provided for in Clause 4.2 is to be used and the Issuer shall have provided such document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Permanent Global Instrument for Registered Instruments in accordance with the terms of the Permanent Global Instrument. The Fiscal Agent or, as the case may be, Registrar the Registrar, shall authenticate and deliver such Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument. 4.8 Where any Definitive Instruments with Coupons attached are to be delivered in exchange (not earlier than the Exchange Date) for a Temporary Global Instrument or a Permanent Global Instrument, the Fiscal Agent shall ensure that (i) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; (ii) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid; and (iii) in the case of Instalment Instruments which are Definitive Instruments without Receipts, any Instalment Amounts that shall have then been paid shall be noted on the grid endorsed on such Definitive Instruments. 4.9 The Fiscal Agent or, as the case may be, the Registrar shall hold in safe keeping custody and in trust for the account of, and to the order of, the Issuer all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or, as the case may be, Registered Instruments delivered to it in accordance with this Clause Section 4, Clause Section 5 (Replacement Instruments) and Clause or Section 11 (Miscellaneous Duties of the Registrars) and shall ensure that the same (or, in the case of a master Global Instrument or master Registered Instruments, copies thereof) are authenticated, effectuated (if applicable) authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Instrument or Permanent Global Instrument. The Issuer shall ensure that each of the Fiscal Agent, the Registrar and the Replacement Agent (as defined in Clause 0) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under this Clause 4, Clause 5 (Replacement Instruments) and Clause 11 (Miscellaneous Duties of the Registrars) and each of the Fiscal Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the The Fiscal Agent and the Registrar is are authorised by the Issuer to authenticate and, if applicable, effectuate, such Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments or, as the case may be, Registered Instruments as may be required to be authenticated or, as the case may be, effectuated, hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Fiscal Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument or a Permanent Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments and/or Registered Instruments, the Fiscal Agent shall note or procure that there is noted on the Schedule to, or in the absence of a Schedule, on the face of, the Temporary Global Instrument or, as the case may be, Permanent Global Instrument the Registraraggregate principal amount thereof so exchanged and the remaining principal amount of the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (which shall be the previous principal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf. The Fiscal Agent shall forthwith cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments and/or Registered Instruments. 4.12 The Issuer shall:, in relation to each series of Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Luxembourg Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (“Talon Exchange Date”), ensure that there is delivered to the Fiscal Agent such number of Coupon sheets as may be required in order to enable the Paying Agent to fulfil their obligation under Clause 4.13 hereof. 4.13 The Paying Agent shall on or after the Talon Exchange Date in respect of such Talon deliver a Coupon sheet against the presentation and surrender of such Talon provided that if any Talon is presented and surrendered for exchange to any Paying Agent and the Replacement Agent (as defined in Clause 5.1) has delivered a replacement therefor the Paying Agent shall forthwith notify the Fiscal Agent which shall immediately inform the Issuer of such presentation and surrender and the Paying Agent shall not exchange against the same unless and until it is so instructed in writing by the Fiscal Agent. The Paying Agent which makes an exchange as set out in this Clause 4.13 shall cancel each Talon surrendered to it and in respect of which a Coupon sheet shall have been delivered and shall (if such Paying Agent is not the Fiscal Agent) forthwith deliver the cancelled Talon to the Fiscal Agent. 4.14 The Issuer undertakes to notify the Fiscal Agent of any changes in the identity of the Dealers and the Fiscal Agent agrees to notify the other Paying Agents and Registrars thereof as soon as reasonably practicable thereafter.

ISSUANCE OF INSTRUMENTS. 4.1 Upon the conclusion of any Relevant Agreement, agreement between the relevant Issuer and any Dealer(s) for the sale by such Issuer and the purchase by such Dealer(s) of any Instruments the Issuer shall, as soon as practicable but in any event, event not later than 2.00 3.00 p.m. (London Luxembourg time) on the third (orfour Luxembourg Banking Days, in the case of sub-clause 4.1.2 on the second) Banking Day prior to the proposed Issue Dateissue date therefor: 4.1.1 (a) confirm by tested fax telex or tested fax, to the Fiscal Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Fiscal Agent), ) all such information as the Fiscal Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Temporary Global Instrument or Registered Instruments from the stock provided for in Clause 4.2 is/are to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master such Temporary Global Instrument or master Registered Instruments and (if medium term note Instruments, the settlement and payment procedures are applicable to apply) the relevant Tranche of Instruments and the account of the relevant Issuer to which payment should be made; 4.1.2 (b) deliver a copy, duly executed, executed copy of the Final Terms Pricing Supplement in relation to the relevant Tranche to the Fiscal Agent or, as the case may be, the Registrar (copied to the Fiscal Agent); and 4.1.3 (c) unless a master Temporary Global Instrument or a master Registered Instrument from the stock provided for in Clause 4.2 is to be used and the relevant Issuer shall have provided such document to the Fiscal Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Fiscal Agent an appropriate a Temporary Global Instrument (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the relevant Issuer and otherwise complete) or, as the case may be, to the Registrar a stock of Registered Instruments (in unauthenticated form and with the names of the registered Holders holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche. 4.2 The Each Issuer may, at its option, deliver from time to time to the Fiscal Agent a stock of master PRO FORMA Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the relevant Issuer) and/or, to the Registrar, master a stock of PRO FORMA Registered Instruments (in unauthenticated form but executed on behalf of the relevant Issuer). Any such stock of Instruments shall be held in safe custody by the Fiscal Agent or, as the case may be, the Registrar upon trust for the relevant Issuer for use only in accordance with the written instructions of such Issuer. The Fiscal Agent or, as the case may be, the Registrar shall return the stock of Instruments to the relevant Issuer forthwith upon written request by such Issuer. 4.3 The Fiscal Agent or, as the case may be, the Registrar shall shall, on behalf of the relevant Issuer, where the relevant Instruments are to be admitted to trading listed on the Luxembourg Stock Exchange, deliver a copy of the Final Terms Pricing Supplement in relation to the relevant Tranche to Kredietbank S.A. Luxembourgeoise in its capacity as listing agent for onward delivery to the Luxembourg Stock Exchange as soon as practicable but in any event not later than 11.00 a.m. 2.00 p.m. (local time) on the London business day two Luxembourg Banking Days prior to the proposed issue date therefor. 4.4 The provisions of this Clause 4.4 shall apply to each Tranche of Instruments unless otherwise agreed between the relevant Issuer, the Relevant Dealer and the Fiscal Agent or (in the case of Registered Instruments) the Registrar. On or before 10.00 a.m. (London local time) on the two Banking Day Days prior to the issue date in relation to each Tranche, the Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver to the relevant depositary for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system the relevant Temporary Global Instrument or, as the case may be, Registered Instruments together with instructions to the relevant depositary for Euroclear and/or or Clearstream, Luxembourg (which in or such other clearing system to credit the case of an NGN Instruments represented by such Temporary Global Instrument or an NGN Permanent Global Instrument shall be a specified Common Safekeeper) and/or any other relevant clearing system. The Fiscal Agent or, as the case may be, the Registrar shall: 4.4.1 give instructions to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Registered Instruments registered in the name of the relevant depositary, to the Registrar's distribution account; 4.4.2 instruct the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Instrument has been delivered, to credit the underlying Instruments represented by such Global Instrument to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent by the Issuer, on a delivery against payment basis or, if specifically agreed between them, on a delivery free of payment basis; or 4.4.3 in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument, instruct the Common Safekeeper to effectuate the Global Instrument (provided that, if the Fiscal Agent is the Common Safekeeper, the Fiscal Agent shall effectuate the Global Instrument); and to hold each such Instrument to the order of the Issuer pending delivery to the relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the relevant Issuer and the Relevant Dealer and notified to the Fiscal Agent) as shall have been notified to the Fiscal Agent by the relevant Issuer. The Fiscal Agent shall give instructions to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Instruments represented by a Temporary Global Instrument or, as the case may be, Registered Instruments registered in the name of the relevant depositary, to the Fiscal Agent's distribution account. Unless otherwise agreed in respect of any Tranche of Instruments by the relevant Issuer and the Relevant Dealer and notified to the Fiscal Agent oreach Instrument which is so credited to the Fiscal Agent's distribution account with Euroclear or Clearstream, as Luxembourg or such other clearing system following the case may be, delivery of a Temporary Global Instrument or Registered Instrument to the Registrarrelevant depositary shall be held to the order of the relevant Issuer pending delivery to the relevant Dealer(s) on a delivery against payment basis in accordance with the normal procedures of Euroclear or Clearstream, Luxembourg or such other clearing system, as the case may be (provided that in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Instrument) and, following payment, to credit the Instruments represented by such Global Instrument or the Registered Instruments to such securities account(s) as shall have been notified to the Fiscal Agent or, as the case may be, the Registrar by the Issuer. The Fiscal Agent or, as the case may be, the Registrar shall on the issue date in respect of the relevant Tranche and against receipt of funds from the relevant person Dealer(s) transfer (with same value date) the proceeds of issue to the relevant Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, the Fiscal Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the issue date in respect of the relevant Tranche the relevant Global Instrument or, as the case may be, Registered Instrument4.1 above. 4.5 If the Fiscal Agent or, as the case may be, the Registrar should pay an amount (an "advanceADVANCE") to the an Issuer in the belief that a payment has been or will be received from any person, a Dealer and if such payment is not received by the Fiscal Agent or, as the case may be, the Registrar on the date that the Fiscal Agent or, as the case may be, the Registrar pays the relevant Issuer, the such Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from such personthe Dealer) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (or 366 days days, in the case of a leap year) in the case of an advance paid in sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (i) repayment of the advance or (ii) receipt by the Fiscal Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified per annum specified by the Fiscal Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Unless a Permanent Global Instrument from the stock provided for in Clause 4.2 is to be used and the relevant Issuer has provided such document to the Fiscal Agent pursuant to Clause 4.2, the relevant Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global InstrumentBearer Instruments, ensure that there is delivered to the Fiscal Agent not less than ten (five, in the case of an exchange for the Permanent Global Instrument) four Luxembourg Banking Days before the Exchange Date for the relevant Temporary Global Instrument becomes exchangeable thereforInstrument, the Permanent Global Instrument (in unauthenticated form (and, if applicable, uneffectuated), but executed by the such Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Fiscal Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Instruments (in unauthenticated form, form but executed by the such Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments and Registered Instruments, the Temporary Global Instrument is exchangeable for Definitive Instruments and/or Registered Instruments, (unless a master Registered Instrument from the stock provided for in Clause 4.2 is to be used and the relevant Issuer shall have provided the relevant such document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Fiscal Agent or, as the case may be, the Registrar Registrar, shall authenticate and deliver such Permanent Global Instrument or, as the case may be, Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and, in the case of an NGN Permanent Global Instrument, the Fiscal Agent shall instruct the Common Safekeeper to effectuate the Permanent Global Instrument. 4.7 The relevant Issuer shall, in relation to each Tranche of Bearer Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its termsInstrument, ensure that there is delivered to the Fiscal Agent and/or, as the case may be, the Registrar not less than ten Luxembourg Banking Days before the latest date day on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive Instruments and/or Registered Instruments (in unauthenticated form (and, if applicable, uneffectuated) but executed by the such Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments and Registered Instruments, the Permanent Global Instrument is exchangeable for Definitive Instruments and/or Registered Instruments, (unless a Registered Instrument from the stock provided for in Clause 4.2 is to be used and the relevant Issuer shall have provided such document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Permanent Global Instrument for Registered Instruments in accordance with the terms of the Permanent Global Instrument. The Fiscal Agent or, as the case may be, Registrar the Registrar, shall authenticate and deliver such Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument. 4.8 Where any Definitive Instruments with Coupons attached are to be delivered in exchange (not earlier than the Exchange Date) for a Temporary Global Instrument or a Permanent Global Instrument, the Fiscal Agent shall ensure that (i) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; (ii) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid; and (iii) in the case of Instalment Instruments which are Definitive Instruments without Receipts, any Instalment Amounts that shall have then been paid shall be noted on the grid endorsed on such Definitive Instruments. 4.9 The Fiscal Agent or, as the case may be, the Registrar shall hold in safe keeping custody and in trust for the account of, and to the order of, the relevant Issuer all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or, as the case may be, Registered Instruments delivered to it in accordance with this Clause Section 4, Clause Section 5 (Replacement Instruments) and Clause or Section 11 (Miscellaneous Duties of the Registrars) and shall ensure that the same (or, in the case of a master Global Instrument or master Registered Instruments, copies thereof) are authenticated, effectuated (if applicable) authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Instrument or Permanent Global Instrument. The Issuer shall ensure that each of the Fiscal Agent, the Registrar and the Replacement Agent (as defined in Clause 0) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under this Clause 4, Clause 5 (Replacement Instruments) and Clause 11 (Miscellaneous Duties of the Registrars) and each of the Fiscal Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the The Fiscal Agent and the Registrar is are authorised by the relevant Issuer to authenticate and, if applicable, effectuate, such Temporary Global Instruments, Permanent Global Instruments, Definitive -10- Instruments or, as the case may be, Registered Instruments as may be required to be authenticated or, as the case may be, effectuated, hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Fiscal Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument or a Permanent Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments and/or Registered Instruments, the Fiscal Agent shall note or procure that there is noted on the Schedule to, or in the absence of a Schedule, on the face of, the Temporary Global Instrument or, as the case may be, Permanent Global Instrument the Registraraggregate principal amount thereof so exchanged and the remaining principal amount of the Temporary Global Instrument or, as the case may be, Permanent Global Instrument (which shall be the previous principal amount thereof less (or, in the case of a Permanent Global Instrument in respect of an exchange of a portion of a Temporary Global Instrument for a Permanent Global Instrument, plus) the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf. The Fiscal Agent shall forthwith cancel or procure the cancellation of each Temporary Global Instrument or, as the case may be, Permanent Global Instrument against surrender of which it has made full exchange for a Permanent Global Instrument or Definitive Instruments and/or Registered Instruments. 4.12 The relevant Issuer shall:, in relation to each series of Definitive Instruments to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Luxembourg Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures ("TALON EXCHANGE DATE"), ensure that there is delivered to the Fiscal Agent such number of Coupon sheets as may be required in order to enable the Paying Agents to fulfil their obligation under Clause 4.13 hereof. 4.13 The Paying Agent shall on or after the Talon Exchange Date in respect of such Talon deliver a Coupon sheet against the presentation and surrender of such Talon provided that if any Talon is presented and surrendered for exchange to any Paying Agent and the Replacement Agent (as defined in Clause 5.1) has delivered a replacement therefor the Paying Agent shall forthwith notify the Fiscal Agent which shall immediately inform the relevant Issuer of such presentation and surrender and the Paying Agent shall not exchange against the same unless and until it is so instructed in writing by the Fiscal Agent. The Paying Agent which makes an exchange as set out in this Clause 4.13 shall cancel each Talon surrendered to it and in respect of which a Coupon sheet shall have been delivered and shall (if such Paying Agent is not the Fiscal Agent) forthwith deliver the cancelled Talon to the Fiscal Agent. 4.14 Each of the Issuers undertakes to notify the Fiscal Agent of any changes in the identity of the Dealers and the Fiscal Agent agrees to notify the other Paying Agents and Registrars thereof as soon as reasonably practicable thereafter.

ISSUANCE OF INSTRUMENTS. 4.1 4.01 Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (London time) on the third (or, in the case of sub-clause 4.1.2 on the second) Banking Day prior to the proposed Issue Date: 4.1.1 (a) confirm by tested fax telex or tested facsimile to the Fiscal Issue and Paying Agent or, if such Instruments are to be Registered Instruments, the Registrar (copied to the Fiscal Agent), all such information as the Fiscal Issue and Paying Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a master Global Instrument or Registered Instruments is/are is to be used), such details as are necessary to enable it to complete a duplicate or duplicates of the master Global Instrument or master Registered Instruments and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; 4.1.2 (b) deliver a copy, duly executed, of the Final Terms Pricing Supplement in relation to the relevant Tranche to the Fiscal Agent or, as the case may be, the Registrar (copied to the Fiscal Issue and Paying Agent); and 4.1.3 (c) unless a master Global Instrument or a master Registered Instrument is to be used and the Issuer shall have provided such document to the Fiscal Issue and Paying Agent or, as the case may be, the Registrar pursuant to Clause 4.24.02, ensure that there is delivered to the Fiscal Issue and Paying Agent an appropriate Global Instrument (in unauthenticated (and, if applicable, uneffectuated) form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to the Registrar a stock of Registered Instruments (in unauthenticated form and with the names of the registered Holders left blank but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche. 4.2 4.02 The Issuer may, at its option, deliver from time to time to the Fiscal Issue and Paying Agent a stock of master Temporary Global Instruments and master Permanent Global Instruments (in unauthenticated form but executed on behalf of the Issuer) and/or, to the Registrar, master Registered Instruments (in unauthenticated form but executed on behalf of the Issuer). 4.3 4.03 The Fiscal Issue and Paying Agent or, as the case may be, the Registrar shall on behalf of the Issuer, where the relevant Instruments are to be admitted to trading listed on the Luxembourg Stock Exchange, deliver a copy of the Final Terms Pricing Supplement in relation to the relevant Tranche to Kredietbank S.A. Luxembourgeoise in its capacity as listing agent for onward delivery to the Luxembourg Stock Exchange as soon as practicable but in any event not later than 11.00 a.m. 2.00 p.m. (local time) on the London no later than three Luxembourg business day days prior to the proposed issue date therefor. 4.4 On 4.04 Except in the case of issues of Instruments which are syndicated among two or more Dealers, in which event this Clause 4.04 shall not apply, on or before 10.00 a.m. (London time) on the Banking Day prior to the issue date in relation to each Tranche, the Fiscal Issue and Paying Agent or, as the case may be, the Registrar shall authenticate and deliver the relevant Global Instrument or, as the case may be, Registered Instruments to the relevant depositary for Euroclear and/or Clearstream, Luxembourg (which in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument shall be a specified Common Safekeeper) Cedel Bank and/or any other relevant clearing system. The Fiscal Issue and Paying Agent or, as the case may be, the Registrar shall: 4.4.1 shall give instructions to Euroclear and/or Clearstream, Luxembourg Cedel Bank and/or any other relevant clearing system to credit Registered Instruments registered in the name of the relevant depositary, to the Registrar's distribution account; 4.4.2 instruct the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Instrument has been delivered, to credit the underlying Instruments represented by such a Global Instrument to the securities account(s) at such clearing systems that have been notified to the Fiscal Agent by the Issuer, on a delivery against payment basis or, if specifically agreed between them, on a delivery free of payment basis; or 4.4.3 in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument, instruct the Common Safekeeper to effectuate the Global Instrument (provided that, if the Fiscal Agent is the Common Safekeeper, the Fiscal Agent shall effectuate the Global Instrument); Issue and Paying Agent's distribution account and to hold each such Instrument to the order of the Issuer pending delivery to the relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between the Issuer and the Relevant Dealer and notified to the Fiscal Agent or, as the case may be, the RegistrarIssue and Paying Agent) in accordance with the normal procedures of Euroclear or Clearstream, Luxembourg Cedel Bank or such other clearing system, as the case may be (provided that in the case of an NGN Temporary Global Instrument or an NGN Permanent Global Instrument it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Instrument) and, following payment, to credit the Instruments represented by such Global Instrument or the Registered Instruments to such securities account(s) as shall have been notified to the Fiscal Agent or, as the case may be, the Registrar by the Issuer. The Fiscal Agent or, as the case may be, the Registrar shall on the issue date in respect of the relevant Tranche and against receipt of funds from the relevant person transfer the proceeds of issue to the Issuer to the account notified in accordance with Clause 4.1. If no such securities account(s) shall have been specified, the Fiscal Agent or, as the case may be, the Registrar shall authenticate and make available at its specified office on the issue date in respect of the relevant Tranche the relevant Global Instrument or, as the case may be, Registered Instrument. 4.5 If the Fiscal Agent or, as the case may be, the Registrar should pay an amount (an "advance") to the Issuer in the belief that a payment has been or will be received from any person, and if such payment is not received by the Fiscal Agent or, as the case may be, the Registrar on the date that the Fiscal Agent or, as the case may be, the Registrar pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from such person) and shall pay interest on such amount which shall accrue (as well after as before judgment) on the basis of a year of 360 days (365 days (366 days in the case of a leap year) in the case of an advance paid in sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of (i) repayment of the advance or (ii) receipt by the Fiscal Agent or, as the case may be, the Registrar of the payment from the Dealer, and at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and certified by the Fiscal Agent or, as the case may be, the Registrar and expressed as a rate per annum as reflecting its cost of funds for the time being in relation to the unpaid amount. 4.6 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Temporary Global Instrument, ensure that there is delivered to the Fiscal Agent not less than ten (five, in the case of an exchange for the Permanent Global Instrument) Banking Days before the relevant Temporary Global Instrument becomes exchangeable therefor, the Permanent Global Instrument (in unauthenticated form (and, if applicable, uneffectuated), but executed by the Issuer and otherwise complete) in relation thereto unless a master Permanent Global Instrument is to be used and the Issuer has provided the relevant document to the Fiscal Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Instruments (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments and Registered Instruments, the Temporary Global Instrument is exchangeable for Definitive Instruments and/or Registered Instruments, (unless a master Registered Instrument is to be used and the Issuer shall have provided the relevant document to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to the Registrar, sufficient Registered Instruments to enable the Registrar to effect exchanges of interests in the Temporary Global Instrument for Registered Instruments in accordance with the terms of the Temporary Global Instrument. The Fiscal Agent or, as the case may be, the Registrar shall authenticate and deliver such Permanent Global Instrument or, as the case may be, Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Temporary Global Instrument and, in the case of an NGN Permanent Global Instrument, the Fiscal Agent shall instruct the Common Safekeeper to effectuate the Permanent Global Instrument. 4.7 The Issuer shall, in relation to each Tranche of Instruments which is represented by a Permanent Global Instrument in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Instrument or which is due to be exchanged in accordance with its terms, ensure that there is delivered to the Fiscal Agent and/or, as the case may be, the Registrar not less than ten Banking Days before the latest date on which the relevant notice period expires or, in any event, on which such Permanent Global Instrument may be exchanged prior to becoming void, the Definitive Instruments and/or Registered Instruments (in unauthenticated form (and, if applicable, uneffectuated) but executed by the Issuer and otherwise complete) in relation thereto. The Fiscal Agent or, as the case may be, Registrar shall authenticate and deliver such Definitive Instruments and/or Registered Instruments in accordance with the terms hereof and of the relevant Permanent Global Instrument. 4.8 Where any Definitive Instruments are to be delivered in exchange for a Temporary Global Instrument or a Permanent Global Instrument, the Fiscal Agent shall ensure that (i) in the case of Definitive Instruments with Coupons attached, such Definitive Instruments shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; (ii) in the case of Instalment Instruments which are Definitive Instruments with Receipts, such Definitive Instruments shall have attached thereto only such Receipts in respect of Instalment Amounts as shall not then have been paid; and (iii) in the case of Instalment Instruments which are Definitive Instruments without Receipts, any Instalment Amounts that shall have then been paid shall be noted on the grid endorsed on such Definitive Instruments. 4.9 The Fiscal Agent or, as the case may be, the Registrar shall hold in safe keeping all unauthenticated Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments (including any Coupons attached thereto) or, as the case may be, Registered Instruments delivered to it in accordance with this Clause 4, Clause 5 (Replacement Instruments) and Clause 11 (Miscellaneous Duties of the Registrars) and shall ensure that the same (or, in the case of a master Global Instrument or master Registered Instruments, copies thereof) are authenticated, effectuated (if applicable) and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Instrument or Permanent Global Instrument. The Issuer shall ensure that each of the Fiscal Agent, the Registrar and the Replacement Agent (as defined in Clause 0) holds sufficient Instruments, Receipts or Coupons to fulfil its respective obligations under this Clause 4, Clause 5 (Replacement Instruments) and Clause 11 (Miscellaneous Duties of the Registrars) and each of the Fiscal Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Instruments, Receipts or Coupons for such purposes. 4.10 Each of the Fiscal Agent and the Registrar is authorised by the Issuer to authenticate and, if applicable, effectuate, such Temporary Global Instruments, Permanent Global Instruments, Definitive Instruments or, as the case may be, Registered Instruments as may be required to be authenticated or, as the case may be, effectuated, hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Fiscal Agent or, as the case may be, the Registrar. 4.11 On each occasion on which a portion of a Temporary Global Instrument is exchanged for a portion of a Permanent Global Instrument or, as the case may be, for Definitive Instruments and/or Registered Instruments, the Fiscal Agent or as the case may be, the Registrar, shall:the