Common use of Issuance of Notes Clause in Contracts

Issuance of Notes. 4.1 Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (Frankfurt am Main time) on the third Frankfurt business day prior to the proposed Issue Date in relation to each Tranche: 4.1.1 confirm to the Fiscal Agent by telefax or any electronic information system agreed between the Fiscal Agent and the relevant Issuer all such information as the Fiscal Agent may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to authenticate and deliver the Global Note; 4.1.2 (if no standard payment instructions have been given to the Fiscal Agent) designate by telefax or any other form of communication agreed between the Fiscal Agent and the relevant Issuer the account of the relevant Issuer to which payment of the proceeds of issue should be made; 4.1.3 deliver to the Fiscal Agent a copy, duly executed, of the Final Terms; and 4.1.4 deliver to the Fiscal Agent the completed Global Note (in unauthenticated form but executed on behalf of the relevant Issuer) in relation to the relevant Tranche, with the Conditions to be attached to the Global Note (in the case Part I of the Final Terms replicates the relevant provisions of Option I or Option II and completes the relevant placeholders in Option I or Option II , as relevant) or a copy of the Final Terms, duly executed on behalf of the relevant Issuer to be attached by the Fiscal Agent to the Global Note together with the relevant set of the Terms and Conditions of the Notes (in the case Part I of Final Terms only refers to the relevant provisions of Option I or Option II). 4.2 On or before 10.00 a.m. (Frankfurt am Main time) on the Frankfurt business day prior to the Issue Date in relation to each Tranche or such other time as may be agreed between the Fiscal Agent and the Relevant Clearing System, the Fiscal Agent shall 4.2.1 authenticate the Global Note; 4.2.2 deliver the Global Note to, or to a depositary for, the Relevant Clearing System (which, in the case of CBL and Euroclear, shall be a specified common depositary) or specified Common Safekeeper (if the Global Note is an NGN), and instruct the Common Safekeeper to effectuate the Global Note (if the same will not bear the original signature of the relevant Issuer, due to its electronic transmission to the Common Safekeeper); 4.2.3 if the Global Note is an NGN, instruct CBL and Euroclear to make the appropriate entries in their records to reflect the initial (in the case of the first Tranche of Notes of any Series) or increased (in the case of a subsequent Tranche of Notes of any Series) outstanding aggregate principal amount of the relevant Series; and 4.2.4 instruct the Relevant Clearing System to credit Notes represented by a Global Note to the Fiscal Agent’s distribution account and to hold each such Note to the order of the relevant 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) in accordance with the normal procedures of the Relevant Clearing System and, following payment, to credit the Notes represented by such Global Note to such securities account(s) as shall have been notified to the Fiscal Agent by the Relevant Dealer(s). 4.3 The Fiscal Agent shall on the Issue Date in respect of the relevant Tranche and against receipt of funds from the Relevant Dealer(s) transfer the proceeds of issue to the relevant Issuer to the account notified in accordance with sub-clause 4.1 above. 4.4 Where the Fiscal Agent delivers any authenticated Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised to destroy the Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note has been effectuated. 4.5 Where the Fiscal Agent acts as receiving bank for the relevant Issuer in respect of the proceeds of issue of Notes being issued, if on the relevant Issue Date the Fiscal Agent does not receive the full proceeds of issue in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Fiscal Agent’s distribution account with the Clearing System after such Issue Date, the Fiscal Agent shall: 4.5.1 continue to hold the Defaulted Note to the order of the relevant Issuer; 4.5.2 notify the relevant Issuer forthwith of the non-receipt of the proceeds of issue in respect of the Defaulted Note; and, subsequently, 4.5.3 notify the relevant Issuer forthwith upon receipt of the full proceeds of issue in respect of such Defaulted Note and pay to the relevant Issuer the amounts so received. 4.6 The Fiscal Agent shall hold in safe custody all unauthenticated Global Notes delivered to it in accordance with this Clause 4 and shall ensure that the same are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Global Note. The relevant Issuer shall ensure that each of the Fiscal Agent holds sufficient Global Notes to fulfil its respective obligations under this Clause 4. The Fiscal Agent undertakes to notify the relevant Issuer if it holds insufficient Global Notes for such purposes. 4.7 The Fiscal Agent is authorised by each Issuer to authenticate such Global Notes as may be required to be authenticated hereunder by the signature of any person duly authorised for the purpose by the Fiscal Agent. 4.8 In the event that a person who has signed on behalf of the relevant Issuer any Note not yet issued but held by the Fiscal Agent in accordance with Clause 4.6 ceases to be authorised, the Fiscal Agent shall (unless the relevant Issuer gives written notice to the Fiscal Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Agent) continue to have authority to issue any such Global Notes, and the relevant Issuer hereby warrants to the Fiscal Agent that such Global Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Agent with replacement Global Notes and upon receipt of such replacement Global Notes the Fiscal Agent shall cancel and destroy the Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. 4.9 Subject to the procedures set out in the Procedures Memorandum, for the purposes of this Clause 4 each of the Fiscal Agent is entitled to treat a telephone or telefax communication from a person purporting to be (and who the Fiscal Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Clause 11.7 as sufficient instructions and authority of the relevant Issuer for the Fiscal Agent to act in accordance with this Clause 4. 4.10 If the Fiscal Agent, in its discretion, pays an amount (the “Advance”) to the relevant Issuer on the basis that a payment (the “Payment”) has been or will be, received from a Dealer and if the Payment is not received by the Fiscal Agent on the date the Fiscal Agent pays the relevant Issuer, the relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall repay to the Fiscal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment in full of the Advance and receipt in full by the Fiscal Agent of the Payment from the Dealer (at a rate quoted at that time by the Fiscal Agent as its cost of funding the Advance).

Issuance of Notes. 4.1 Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, event not later than 2.00 p.m. (Frankfurt am Main London time) on the third Frankfurt business day (or, in the case of sub-clause 4.1(b) on the second) Banking Day prior to the proposed Issue Date in relation to each TrancheDate: 4.1.1 (a) confirm by fax or email to the Fiscal Agent by telefax or any electronic information system agreed between the Fiscal Agent and the relevant Issuer all such information as the Fiscal Agent 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 Note is to be used) such details as are necessary to enable it to authenticate complete a duplicate or duplicates of the Master Global Note and deliver the Global Note; 4.1.2 (if no standard medium term note settlement and payment instructions have been given procedures are to the Fiscal Agentapply) designate by telefax or any other form of communication agreed between the Fiscal Agent and the relevant Issuer the account of the relevant Issuer to which payment of the proceeds of issue should be made; 4.1.3 (b) deliver to the Fiscal Agent a copy, duly executed, of the Final TermsTerms or Drawdown Prospectus (as the case may be) in relation to the relevant Tranche to the Fiscal Agent; and 4.1.4 deliver (c) unless a Master Global Note is to be used and the Issuer shall have provided such document to the Fiscal Agent pursuant to Clause 4.2, ensure that there is delivered to the completed Fiscal Agent an appropriate Global Note (in unauthenticated (and, if applicable, uneffectuated) form 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 Notes and Master Permanent Global Notes (in unauthenticated form but executed on behalf of the Issuer). 4.3 The Fiscal Agent shall on behalf of the Issuer, where the relevant Issuer) Notes are to be listed on the official list and to trading on the regulated market of the Luxembourg Stock Exchange, deliver a copy of the Final Terms in relation to the relevant Tranche, with the Conditions to be attached Tranche to the Global Note Luxembourg Stock Exchange as soon as practicable but in any event no later than 12:00 (in the case Part I of the Final Terms replicates the relevant provisions of Option I or Option II and completes the relevant placeholders in Option I or Option II , as relevantnoon) or a copy of the Final Terms, duly executed on behalf of the relevant Issuer to be attached by the Fiscal Agent to the Global Note together with the relevant set of the Terms and Conditions of the Notes (in the case Part I of Final Terms only refers to the relevant provisions of Option I or Option II). 4.2 On or before 10.00 a.m. (Frankfurt am Main Luxembourg time) on the Frankfurt day which is two Luxembourg business day days prior to the Issue Date in relation to each Tranche or such other time as may be agreed between proposed issue date therefor. 4.4 Immediately before the Fiscal Agent and the Relevant Clearing Systemissue of any Global Note, the Fiscal Agent shall 4.2.1 (or its agent on its behalf) shall authenticate the it. Following authentication of any Global Note; 4.2.2 deliver the Global Note to, or to a depositary for, the Relevant Clearing System Fiscal Agent shall deliver it: (which, a) in the case of CBL and Eurocleara Tranche of Notes which is not syndicated among two or more Dealers but which is intended to be cleared through a clearing system, on the Banking Day immediately preceding its Issue Date to the relevant depositary for Euroclear and/or Clearstream, Luxembourg (which in the case of an NGN Temporary Global Note or an NGN Permanent Global Note shall be a specified common depositaryCommon Safekeeper) or specified to the relevant depositary for such other clearing system as shall have been agreed between the Issuer and the Fiscal Agent and: (i) instruct the clearing systems to whom (or to whose depositary or Common Safekeeper (if the Safekeeper) such Global Note is has been delivered, to credit the underlying Notes represented by such Global Note 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; and (ii) in the case of an NGN)NGN Temporary Global Note or an NGN Permanent Global Note, and instruct the Common Safekeeper to effectuate the Global Note (provided that, if the same Fiscal Agent is the Common Safekeeper, the Fiscal Agent shall effectuate the Global Note); (b) in the case of a Tranche of Notes which is syndicated among two or more Dealers, on the Banking Day immediately preceding its Issue Date to the relevant depositary for Euroclear and Clearstream, Luxembourg or to the relevant depositary for such other clearing system as shall have been agreed between the Issuer and the Fiscal Agent for credit by the ICSDs to, or to the order of, the lead manager (provided that, in the case of an NGN Temporary Global Note or an NGN Permanent Global Note it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Note) against the delivery to the Fiscal Agent (on behalf of the Issuer) of such certificate as to payment or payment instructions as shall be agreed in writing in connection with the closing procedure for the relevant Tranche; or (c) otherwise, at such time, on such date, to such person and in such place as may have been agreed between the Issuer and the Fiscal Agent (provided that, in the case of an NGN Temporary Global Note or an NGN Permanent Global Note it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Note). 4.5 If the Fiscal Agent should pay an amount (an “advance”) to the Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not bear received by the original signature Fiscal Agent on the date that the Fiscal Agent pays the Issuer, the Issuer shall forthwith repay the advance (unless prior to such repayment the payment is received from the 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 (a) repayment of the advance or (b) receipt by the Fiscal Agent 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 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 Notes which is represented by a Temporary Global Note, ensure that there is delivered to the Fiscal Agent not less than ten (five, in the case of an exchange for the Permanent Global Note) Banking Days before the relevant Temporary Global Note becomes exchangeable therefor, the Permanent Global Note (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto unless a Master Permanent Global Note 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 Notes (in unauthenticated (and, if applicable, uneffectuated) form, but executed by the Issuer and otherwise complete) in relation thereto. The Fiscal Agent shall authenticate and deliver such Permanent Global Note or, as the case may be, Definitive Notes in accordance with the terms hereof and of the relevant IssuerTemporary Global Note and, in the case of an NGN Permanent Global Note, instruct the Common Safekeeper to effectuate the Permanent Global Note. 4.7 The Issuer shall, in relation to each Tranche of Notes which is represented by a Permanent Global Note in relation to which an exchange notice has been given in accordance with the terms of such Permanent Global Note or which is due to be exchanged in accordance with its electronic transmission terms, ensure that there is delivered to the Common SafekeeperFiscal Agent 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 Note may be exchanged prior to becoming void, the Definitive Notes (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. The Fiscal Agent shall authenticate and deliver such Definitive Notes in accordance with the terms hereof and of the relevant Permanent Global Note. 4.8 Where any Definitive Notes are to be delivered in exchange for a Temporary Global Note or a Permanent Global Note, the Fiscal Agent shall ensure that (a) in the case of Definitive Notes with Coupons attached, such Definitive Notes shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof; (b) in the case of Instalment Notes which are Definitive Notes with Receipts, such Definitive Notes shall have attached thereto only such Receipts in respect of Instalments as shall not then have been paid; and (c) in the case of Instalment Notes which are Definitive Notes without Receipts, any Instalments that shall have then been paid shall be noted on the grid endorsed on such Definitive Notes. 4.9 The Fiscal Agent shall hold in safe custody all unauthenticated Temporary Global Notes, Permanent Global Notes and Definitive Notes (including any Coupons and Receipts attached thereto) delivered to it in accordance with this Clause 4 (Issuance of Notes);, Clause 5 (Replacement Notes) and Clause 8 (Miscellaneous Duties of the Fiscal Agent and the Payment Agents) and shall ensure that the same (or, in the case of Master Global Notes, copies thereof) are authenticated, effectuated (if applicable) and delivered only in accordance with the terms hereof and, if applicable, the relevant Note. The Issuer shall ensure that each of the Fiscal Agent and the Replacement Agent (as defined in Clause 5.2) holds sufficient Notes, Receipts or Coupons to fulfil its respective obligations under Clause 4 (Issuance of Notes), Clause 5 (Replacement Notes) and Clause 8 (Miscellaneous Duties of the Fiscal Agent and the Payment Agents) and each of the Fiscal Agent and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Notes, Receipts or Coupons for such purposes. 4.2.3 4.10 The Fiscal Agent is authorised by the Issuer to authenticate and, if applicable, effectuate such Temporary Global Notes, Permanent Global Notes and Definitive Notes 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. 4.11 On each occasion on which a portion of a Temporary Global Note or a Permanent Global Note is exchanged for a portion of a Permanent Global Note or, as the case may be, for Definitive Notes, the Fiscal Agent shall: (a) in the case of a CGN Temporary Global Note, note or procure that there is noted on the Schedule to the CGN Temporary Global Note the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGN Temporary Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf; and (b) in the case of an NGNNGN Temporary Global Note, instruct CBL and Euroclear the ICSDs (in accordance with the provisions of Schedule 8 (Duties under the Issuer-ICSDs Agreement)) to make the appropriate entries in their records to reflect the initial aggregate principal amount thereof so exchanged and the remaining principal amount of the NGN Temporary Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged). The Fiscal Agent shall cancel or procure the cancellation of each Temporary Global Note against surrender of which full exchange has been made for a Permanent Global Note or Definitive Notes or, in the case of an NGN Temporary Global Note exchangeable for an NGN Permanent Global Note, instruct the first Tranche Common Safekeeper to destroy such NGN Temporary Global Note. 4.12 On each occasion on which a portion of Notes of any Seriesa Permanent Global Note is exchanged for Definitive Notes, the Fiscal Agent shall: (a) or increased (in the case of a subsequent Tranche of Notes of any Series) outstanding CGN Permanent Global Note, note or procure that there is noted on the Schedule to the CGN Permanent Global Note the aggregate principal amount thereof so exchanged and the remaining principal amount of the relevant SeriesCGN Permanent Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf; and 4.2.4 (b) in the case of an NGN Permanent Global Note, instruct the Relevant Clearing System ICSDs (in accordance with the provisions of Schedule 8 (Duties under the Issuer-ICSDs Agreement)) to credit Notes represented by a make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal amount of the NGN Permanent Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged). The Fiscal Agent shall cancel or procure the cancellation of each Permanent Global Note against surrender of which full exchange has been made for Definitive Notes. 4.13 The Issuer shall, in relation to any Definitive Notes 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 Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (the “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 4.14 hereof. 4.14 The relevant Paying Agent shall, against the presentation and surrender of any Talon, on or after the Talon Exchange Date in respect of such Talon, deliver a Coupon sheet provided that if any Talon is presented and surrendered for exchange to a Paying Agent and the Replacement Agent (as defined in Clause 5.2) has delivered a replacement therefor such Paying Agent shall forthwith notify the Issuer of such presentation and surrender and shall not exchange against the same unless and until it is so instructed by the Issuer. After making such exchange, the Paying Agent 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) deliver the same to the Fiscal Agent’s distribution account . 4.15 The Issuer undertakes to notify the Fiscal Agent and to hold each such Note to the order other Paying Agents of any changes in the identity of the relevant Dealers appointed generally in respect of the Programme as soon as reasonably practicable thereafter. 4.16 The Issuer pending delivery hereby authorises and instructs the Fiscal Agent to elect an ICSD to be Common Safekeeper for each issue of an NGN Temporary Global Note or an NGN Permanent Global Note in relation to which one of the Relevant Dealer(s) on a delivery against payment basis (or on such other basis as shall have been agreed between ICSDs must be Common Safekeeper. From time to time, the relevant Issuer and the Relevant Dealer and notified Fiscal Agent may agree to vary this election. The Issuer acknowledges that in connection with the election of either of the ICSDs as Common Safekeeper any such election is subject to the Fiscal Agent) in accordance with the normal procedures right of the Relevant Clearing System and, following payment, ICSDs to credit jointly determine that the Notes represented by other shall act as Common Safekeeper in relation to any such Global Note to such securities account(s) as issue and agrees that no liability shall have been notified attach to the Fiscal Agent in respect of any such election made by the Relevant Dealer(s)it. 4.3 The Fiscal Agent shall 4.17 If on the Issue Date in respect of the relevant Tranche and against receipt of funds from Date, the Relevant Dealer(s) transfer the proceeds of issue to the relevant Issuer to the account notified in accordance with sub-clause 4.1 above. 4.4 Where the Fiscal Agent delivers any authenticated Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised to destroy the Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note has been effectuated. 4.5 Where the Fiscal Agent acts as receiving bank for the relevant Issuer in respect of the proceeds of issue of Notes being issued, if on the relevant Issue Date the Fiscal Agent Dealer does not receive pay the full proceeds of issue purchase price due from it in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Fiscal Agent’s distribution account with the Clearing System relevant ICSDs after such the Issue Date, the Fiscal Agent shall: 4.5.1 continue to hold shall notify the Defaulted Note to the order Issuer promptly of the relevant Issuer; 4.5.2 notify the relevant Issuer forthwith failure of the non-receipt of Relevant Dealer to pay the proceeds of issue full purchase price due from it in respect of the any Defaulted Note; and. If, subsequently, 4.5.3 notify by the relevant Issuer forthwith upon receipt of third London business day following the Issue Date, the Relevant Dealer has not paid the full proceeds of issue purchase price due from it in respect of a Defaulted Note, the Issuer shall provide instructions to the Fiscal Agent for the immediate transfer of such Defaulted Note and pay to another account. If by the relevant Issuer close of business on the amounts so received. 4.6 The Fiscal Agent shall hold in safe custody all unauthenticated Global Notes delivered to it in accordance with this Clause 4 and shall ensure that third London business day following the same are authenticated and delivered only in accordance with the terms hereof and, if applicableIssue Date, the relevant Global Note. The relevant Issuer shall ensure that each of does not provide an instruction to the Fiscal Agent holds sufficient Global Notes to fulfil its respective obligations under this Clause 4. The Fiscal Agent undertakes to notify deliver the relevant Issuer if it holds insufficient Global Notes for such purposes. 4.7 The Fiscal Agent is authorised by each Issuer to authenticate such Global Notes as may be required to be authenticated hereunder by the signature of any person duly authorised for the purpose by Defaulted Note from the Fiscal Agent. 4.8 In the event that a person who has signed on behalf of the relevant Issuer any Note not yet issued but held by the Fiscal Agent in accordance with Clause 4.6 ceases ’s distribution account to be authorisedanother account, the Fiscal Agent shall (unless arrange for the relevant Issuer gives written notice to the Fiscal Agent that Notes signed by that person do not constitute valid and binding obligations cancellation of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Agent) continue to have authority to issue any such Global Notes, Defaulted Note and the relevant Issuer hereby warrants to the Fiscal Agent that such Global Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Agent with replacement Global Notes and upon receipt of such replacement Global Notes the Fiscal Agent shall cancel and destroy notify the Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyedpromptly thereafter. 4.9 Subject to the procedures set out in the Procedures Memorandum, for the purposes of this Clause 4 each of the Fiscal Agent is entitled to treat a telephone or telefax communication from a person purporting to be (and who the Fiscal Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Clause 11.7 as sufficient instructions and authority of the relevant Issuer for the Fiscal Agent to act in accordance with this Clause 4. 4.10 If the Fiscal Agent, in its discretion, pays an amount (the “Advance”) to the relevant Issuer on the basis that a payment (the “Payment”) has been or will be, received from a Dealer and if the Payment is not received by the Fiscal Agent on the date the Fiscal Agent pays the relevant Issuer, the relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall repay to the Fiscal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment in full of the Advance and receipt in full by the Fiscal Agent of the Payment from the Dealer (at a rate quoted at that time by the Fiscal Agent as its cost of funding the Advance).

Issuance of Notes. 4.1 Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (Frankfurt am Main time) on the third Frankfurt business day prior to the proposed Issue Date in relation to each Tranche: 4.1.1 confirm to the Fiscal Agent by telefax or any electronic information system agreed between the Fiscal Agent and the relevant Issuer all such information as the Fiscal Agent may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to authenticate and deliver the Global Note; 4.1.2 (if no standard payment instructions have been given to the Fiscal Agent) designate by telefax or any other form of communication agreed between the Fiscal Agent and the relevant Issuer the account of the relevant Issuer to which payment of the proceeds of issue should be made; 4.1.3 deliver to the Fiscal Agent a copy, duly executed, of the Final Terms; and 4.1.4 deliver to the Fiscal Agent the completed Global Note (in unauthenticated form but executed on behalf of the relevant Issuer) in relation to the relevant Tranche, with the Conditions to be attached to the Global Note (in the case Part I of the Final Terms replicates the relevant provisions of Option I or Option II and completes the relevant placeholders in Option I or Option II , as relevant) or a copy of the Final Terms, duly executed on behalf of the relevant Issuer to be attached by the Fiscal Agent to the Global Note together with the relevant set of the Terms and Conditions of the Notes (in the case Part I of Final Terms only refers to the relevant provisions of Option I or Option II). 4.2 On or before 10.00 a.m. (Frankfurt am Main time) on the Frankfurt business day prior to the Issue Date in relation to each Tranche or such other time as may be agreed between the Fiscal Agent and the Relevant Clearing System, the Fiscal Agent shall 4.2.1 authenticate the Global Note; 4.2.2 deliver the Global Note to, or to a depositary for, the Relevant Clearing System (which, in the case of CBL and Euroclear, shall be a specified common depositary) or specified Common Safekeeper (if the Global Note is an NGN), and instruct the Common Safekeeper to effectuate the Global Note (if the same will not bear the original signature of the relevant Issuer, due to its electronic transmission to the Common Safekeeper); 4.2.3 if the Global Note is an NGN, instruct CBL and Euroclear to make the appropriate entries in their records to reflect the initial (in the case of the first Tranche of Notes of any Series) or increased (in the case of a subsequent Tranche of Notes of any Series) outstanding aggregate principal amount of the relevant Series; and 4.2.4 instruct the Relevant Clearing System to credit Notes represented by a Global Note to the Fiscal Agent’s distribution account and to hold each such Note to the order of the relevant 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) in accordance with the normal procedures of the Relevant Clearing System and, following payment, to credit the Notes represented by such Global Note to such securities account(s) as shall have been notified to the Fiscal Agent by the Relevant Dealer(s). 4.3 The Fiscal Agent shall on the Issue Date in respect of the relevant Tranche and against receipt of funds from the Relevant Dealer(s) transfer the proceeds of issue to the relevant Issuer to the account notified in accordance with sub-clause 4.1 above. 4.4 Where the Fiscal Agent delivers any authenticated Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised to destroy the Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note has been effectuated. 4.5 Where the Fiscal Agent acts as receiving bank for the relevant Issuer in respect of the proceeds of issue of Notes being issued, if on the relevant Issue Date the Fiscal Agent does not receive the full proceeds of issue in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Fiscal Agent’s distribution account with the Clearing System after such Issue Date, the Fiscal Agent shall: 4.5.1 continue to hold the Defaulted Note to the order of the relevant Issuer; 4.5.2 notify the relevant Issuer forthwith of the non-receipt of the proceeds of issue in respect of the Defaulted Note; and, subsequently, 4.5.3 notify the relevant Issuer forthwith upon receipt of the full proceeds of issue in respect of such Defaulted Note and pay to the relevant Issuer the amounts so received. 4.6 The Fiscal Agent shall hold in safe custody all unauthenticated Global Notes delivered to it in accordance with this Clause 4 and shall ensure that the same are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Global Note. The relevant Issuer shall ensure that each of the Fiscal Agent holds sufficient Global Notes to fulfil its respective obligations under this Clause 4. The Fiscal Agent undertakes to notify the relevant Issuer if it holds insufficient Global Notes for such purposes. 4.7 The Fiscal Agent is authorised by each Issuer to authenticate such Global Notes as may be required to be authenticated hereunder by the signature of any person duly authorised for the purpose by the Fiscal Agent. 4.8 In the event that a person who has signed on behalf of the relevant Issuer any Note not yet issued but held by the Fiscal Agent in accordance with Clause 4.6 ceases to be authorised, the Fiscal Agent shall (unless the relevant Issuer gives written notice to the Fiscal Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Agent) continue to have authority to issue any such Global Notes, and the relevant Issuer hereby warrants to the Fiscal Agent that such Global Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Agent with replacement Global Notes and upon receipt of such replacement Global Notes the Fiscal Agent shall cancel and destroy the Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. 4.9 Subject to the procedures set out in the Procedures Memorandum, for the purposes of this Clause 4 each of the Fiscal Agent is entitled to treat a telephone or telefax communication from a person purporting to be (and who the Fiscal Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Clause 11.7 as sufficient instructions and authority of the relevant Issuer for the Fiscal Agent to act in accordance with this Clause 4. 4.10 If the Fiscal Agent, in its discretion, pays an amount (the “Advance”) to the relevant Issuer on the basis that a payment (the “Payment”) has been or will be, received from a Dealer and if the Payment is not received by the Fiscal Agent on the date the Fiscal Agent pays the relevant Issuer, the relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall repay to the Fiscal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment in full of the Advance and receipt in full by the Fiscal Agent of the Payment from the Dealer (at a rate quoted at that time by the Fiscal Agent as its cost of funding the Advance).

Issuance of Notes. 4.1 Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (Frankfurt am Main time) on the third Frankfurt business day prior to the proposed Issue Date in relation to each Tranche: 4.1.1 confirm to the Fiscal Agent by telefax or any electronic information system agreed between the Fiscal Agent and the relevant Issuer all such information as the Fiscal Agent may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to authenticate and deliver the Global Note; 4.1.2 ; in case of settlement via CBF and in case of non-syndicated issues: (if no standard payment instructions have been given to the Fiscal Agent) designate by telefax or any other form of communication agreed between the Fiscal Agent and the relevant Issuer the account of the relevant Issuer to which payment of the proceeds of issue should be made; 4.1.3 4.1.2 deliver to the Fiscal Agent a copy, duly executed, of the Final Terms; and 4.1.4 4.1.3 deliver to the Fiscal Agent the completed Global Note (in unauthenticated form but executed on behalf of the relevant Issuer) in relation to the relevant Tranche, with the Conditions to be attached to the Global Note (in the case Part I of the Final Terms replicates the relevant provisions of Option I or Option II and completes the relevant placeholders in Option I or Option II II, as relevant) or a copy of the Final Terms, duly executed on behalf of the relevant Issuer to be attached by the Fiscal Agent to the Global Note together with the relevant set of the Terms and Conditions of the Notes (in the case Part I of Final Terms only refers to the relevant provisions of Option I or Option II). In case of a Syndicated Closing: the Relevant Dealer(s) will provide the payment instructions by SWIFT to the relevant ICSD, including the account of the Issuer to which payment of the proceeds of issue should be made. 4.2 On or before 10.00 a.m. (Frankfurt am Main time) on the Frankfurt business day prior to the Issue Date in relation to each Tranche or such other time as may be agreed between the Fiscal Agent and the Relevant Clearing System, the Fiscal Agent shall 4.2.1 authenticate the Global Note; 4.2.2 deliver the Global Note to, or to a depositary for, the Relevant Clearing System (which, in the case of CBL and Euroclear, shall be a specified common depositary) or specified Common Safekeeper (if the Global Note is an NGN), and instruct the Common Safekeeper to effectuate the Global Note (if the same will not bear the original signature of the relevant Issuer, due to its electronic transmission to the Common Safekeeper); 4.2.3 if the Global Note is an NGN, instruct CBL and Euroclear to make the appropriate entries in their records to reflect the initial (in the case of the first Tranche of Notes of any Series) or increased (in the case of a subsequent Tranche of Notes of any Series) outstanding aggregate principal amount of the relevant Series; and; 4.2.4 in case of a settlement via CBF and in case of non-syndicated issues: instruct the Relevant Clearing System to credit Notes represented by a Global Note to the Fiscal Agent’s distribution account and to hold each such Note to the order of the relevant 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) in accordance with the normal procedures of the Relevant Clearing System and, following payment, to credit the Notes represented by such Global Note to such securities account(s) as shall have been notified to the Fiscal Agent by the Relevant Dealer(s). 4.3 . The Fiscal Agent shall on the Issue Date in respect of the relevant Tranche and against receipt of funds from the Relevant Dealer(s) ), transfer the proceeds of issue to the relevant Issuer to the account notified in accordance with subClause 4.1 above; and 4.2.5 in case of a Syndicated Closing: instruct the relevant ICSD to credit the Notes represented by the Global Note to the Relevant Dealer’s distribution account held with an ICSD (the “Commissionaire Account”), the terms of which include a third-party beneficiary clause (stipulation pour autrui) with the Issuer as the third-party beneficiary. The relevant ICSD transfers with respect to the relevant Tranche and against receipt of funds from the Relevant Dealer(s) the proceeds of issue to the Issuer to such account as shall have been notified by the Relevant Dealer(s) accordance with Clause 4.1 above. 4.4 4.3 Where the Fiscal Agent delivers any authenticated Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised to destroy the Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note has been effectuated. 4.5 4.4 In case of a settlement via CBF and in case of non-syndicated issues: Where the Fiscal Agent acts as receiving bank for the relevant Issuer in respect of the proceeds of issue of Notes being issued, if on the relevant Issue Date the Fiscal Agent does not receive the full proceeds of issue in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Fiscal Agent’s distribution account with the Clearing System after such Issue Date, the Fiscal Agent shall: 4.5.1 4.4.1 continue to hold the Defaulted Note to the order of the relevant Issuer; 4.5.2 4.4.2 notify the relevant Issuer forthwith of the non-receipt of the proceeds of issue in respect of the Defaulted Note; and, subsequently, 4.5.3 4.4.3 notify the relevant Issuer forthwith upon receipt of the full proceeds of issue in respect of such Defaulted Note and pay to the relevant Issuer the amounts so received. 4.6 4.5 The Fiscal Agent shall hold in safe custody all unauthenticated Global Notes delivered to it in accordance with this Clause 4 and shall ensure that the same are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Global Note. The relevant Issuer shall ensure that each of the Fiscal Agent holds sufficient Global Notes to fulfil its respective obligations under this Clause 4. The Fiscal Agent undertakes to notify the relevant Issuer if it holds insufficient Global Notes for such purposes. 4.7 4.6 The Fiscal Agent is authorised by each the Issuer to authenticate such Global Notes as may be required to be authenticated hereunder by the signature of any person duly authorised for the purpose by the Fiscal Agent. 4.8 4.7 In the event that a person who has signed on behalf of the relevant Issuer any Note not yet issued but held by the Fiscal Agent in accordance with Clause 4.6 4.5 ceases to be authorised, the Fiscal Agent shall (unless the relevant Issuer gives written notice to the Fiscal Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Agent) continue to have authority to issue any such Global Notes, and the relevant Issuer hereby warrants to the Fiscal Agent that such Global Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Agent with replacement Global Notes and upon receipt of such replacement Global Notes the Fiscal Agent shall cancel and destroy the Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. 4.9 4.8 Subject to the procedures set out in the Procedures Memorandum, for the purposes of this Clause 4 each of the Fiscal Agent is entitled to treat a telephone or telefax communication from a person purporting to be (and who the Fiscal Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Clause 11.7 as sufficient instructions and authority of the relevant Issuer for the Fiscal Agent to act in accordance with this Clause 4. 4.10 4.9 In case of a settlement via CBF and in case of non-syndicated issues: If the Fiscal Agent, in its discretion, pays an amount (the “Advance”) to the relevant Issuer on the basis that a payment (the “Payment”) has been or will be, received from a Dealer and if the Payment is not received by the Fiscal Agent on the date the Fiscal Agent pays the relevant Issuer, the relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall repay to the Fiscal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment in full of the Advance and receipt in full by the Fiscal Agent of the Payment from the Dealer (at a rate quoted at that time by the Fiscal Agent as its cost of funding the Advance).

Issuance of Notes. 4.1 (1) Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, event not later than 2.00 p.m. (Frankfurt am Main time) on the third Frankfurt business day Business Day prior to the proposed Issue Date in relation to each Tranche: 4.1.1 (a) confirm to the Fiscal Agent by telefax fax or any electronic information system agreed between the Fiscal Agent and the relevant Issuer all such information as the Fiscal Agent may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to prepare, complete, authenticate and deliver the Global Note; 4.1.2 (b) (if no standard payment instructions have been given to the Fiscal Agent) designate by telefax tested telex or any other form of communication agreed between the Fiscal Agent and the relevant Issuer SWIFT the account of the relevant Issuer to which payment of the proceeds of issue should be made; 4.1.3 deliver to the Fiscal Agent a copy, duly executed, of the Final Terms; and 4.1.4 (c) deliver to the Fiscal Agent the completed Global Note (in unauthenticated form but executed on behalf of the relevant Issuer) in relation to the relevant Tranche, with the Conditions to be attached by the Fiscal Agent to the Global Note (in the case Part I of the Final Terms replicates the relevant provisions of Option I or Option II and completes the relevant placeholders in Option I or Option II II, as relevant) or a copy of the applicable Final Terms, duly executed on behalf of the relevant Issuer to be attached by the Fiscal Agent to the Global Note together with the relevant set of the Terms and Conditions of the Notes (in the case Part I of the Final Terms only refers to the relevant provisions of Option I or Option II). 4.2 (2) On or before 10.00 a.m. (Frankfurt am Main time) on the Frankfurt business day Business Day prior to the Issue Date in relation to each Tranche or such other time as may be agreed between the Fiscal Agent and the Relevant relevant Clearing System, the Fiscal Agent shall 4.2.1 (a) authenticate the Global Note; 4.2.2 (b) deliver the Global Note to, or to a depositary for, the Relevant relevant Clearing System (whichSystem, which in the case of CBL and Euroclear, Euroclear shall be a specified common depositarydepositary (if the Global Note is not an NGN) or specified Common Safekeeper common safekeeper (if the Global Note is an NGN), and instruct the Common Safekeeper common safekeeper to effectuate the Global Note (if the same will not bear the original signature of the relevant Issuer, due to its electronic transmission to the Common Safekeepercommon safekeeper); 4.2.3 (c) if the Global Note is an NGN, instruct CBL and Euroclear to make the appropriate entries in their records to reflect the initial (in the case of the first Tranche of Notes of any Series) or increased (in the case of a subsequent Tranche of Notes of any Series) outstanding aggregate principal amount of the relevant Series; and 4.2.4 (d) instruct the Relevant relevant Clearing System to credit Notes represented by a the Global Note to the Fiscal Agent’s 's distribution account and to hold each such Note to the order of the relevant 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) in accordance with the normal procedures of the Relevant relevant Clearing System and, following payment, to credit the Notes represented by such Global Note to such securities account(s) as shall have been notified to the Fiscal Agent by the Relevant Dealer(s). 4.3 The Fiscal Agent shall on . On the Issue Date in with respect of to the relevant Tranche and against receipt of funds from the Relevant Dealer(s) the Fiscal Agent shall transfer the proceeds of issue to the relevant account of the Issuer to the account notified in accordance with sub-clause 4.1 (1) above. 4.4 (3) Where the Fiscal Agent delivers any authenticated Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised to destroy the Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Global Note has been effectuated. 4.5 (4) Where the Fiscal Agent acts as receiving bank for the relevant Issuer in with respect of to the proceeds of issue of Notes being issued, if on the relevant Issue Date the Fiscal Agent does not receive the full proceeds of issue in with respect of to any Note (the “"Defaulted Note”") and, as a result, the Defaulted Note remains in the Fiscal Agent’s 's distribution account with the Clearing System after such Issue Date, the Fiscal Agent shall: 4.5.1 (i) continue to hold the Defaulted Note to the order of the relevant Issuer; 4.5.2 (ii) notify the relevant Issuer forthwith of the non-receipt of the proceeds of issue in with respect of to the Defaulted Note; and, subsequently,; 4.5.3 (iii) notify the relevant Issuer forthwith upon receipt of the full proceeds of issue in with respect of to such Defaulted Note and pay to the relevant Issuer the amounts amount so received. 4.6 (5) The Fiscal Agent shall hold in safe custody all unauthenticated Global Notes delivered to it in accordance with this Clause 4 and shall ensure that the same are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Global Note. The relevant Issuer shall ensure that each of the Fiscal Agent holds sufficient Global Notes to fulfil its respective obligations under this Clause 4. The Fiscal Agent undertakes to notify the relevant Issuer if it holds insufficient Global Notes for such purposes. 4.7 (6) The Fiscal Agent is authorised by each the Issuer to authenticate such Global Notes as may be required to be authenticated hereunder by the signature of any person duly authorised for the purpose by the Fiscal Agent. 4.8 In the event that a person who has signed on behalf of the relevant Issuer any Note not yet issued but held by the Fiscal Agent in accordance with Clause 4.6 ceases to be authorised, the Fiscal Agent shall (unless the relevant Issuer gives written notice to the Fiscal Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Agent7) continue to have authority to issue any such Global Notes, and the relevant Issuer hereby warrants to the Fiscal Agent that such Global Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Agent with replacement Global Notes and upon receipt of such replacement Global Notes the Fiscal Agent shall cancel and destroy the Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. 4.9 Subject to the procedures set out in the Procedures Memorandum, for the purposes of this Clause 4 each of the Fiscal Agent is entitled to treat a telephone or telefax fax communication from a person purporting to be (and who the Fiscal Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Clause 11.7 12(7) as sufficient instructions and authority of the relevant Issuer for the Fiscal Agent to act in accordance with this Clause 4. 4.10 (8) If the Fiscal Agent, in its discretion, pays an amount (the “"Advance”") to the relevant Issuer on the basis that a payment (the “"Payment”") has been or will be, be received from a Dealer and if the Payment is not received by the Fiscal Agent on the date the Fiscal Agent pays the relevant Issuer, the relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall repay to the Fiscal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment in full of the Advance and receipt in full by the Fiscal Agent of the Payment from the Dealer (at a rate quoted at that time by the Fiscal Agent as its cost of funding the Advance).

Issuance of Notes. 4.1 Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, not later than 2.00 2:00 p.m. (Frankfurt am Main time) on the third Frankfurt business day prior to the proposed Issue Date in relation to each Tranche: 4.1.1 confirm to the Fiscal Agent by telefax or any electronic information system agreed between the Fiscal Agent and the relevant Issuer all such information as the Fiscal Agent may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to authenticate and deliver the Global Note; 4.1.2 ; in case of settlement via CBF and in case of non-syndicated issues: (if no standard payment instructions have been given to the Fiscal Agent) designate by telefax or any other form of communication agreed between the Fiscal Agent and the relevant Issuer the account of the relevant Issuer to which payment of the proceeds of issue should be made; 4.1.3 4.1.2 deliver to the Fiscal Agent a copy, duly executed, of the Final Terms; and 4.1.4 4.1.3 deliver to the Fiscal Agent the completed Global Note (in unauthenticated form but executed on behalf of the relevant Issuer) in relation to the relevant Tranche, with the Conditions to be attached to the Global Note (in the case Part I of the Final Terms replicates the relevant provisions of Option I or Option II and completes the relevant placeholders in Option I or Option II II, as relevant) or a copy of the Final Terms, duly executed on behalf of the relevant Issuer to be attached by the Fiscal Agent to the Global Note together with the relevant set of the Terms and Conditions of the Notes (in the case Part I of Final Terms only refers to the relevant provisions of Option I or Option II). In case of a Syndicated Closing: the Relevant Dealer(s) will provide the payment instructions by XXXXX to the relevant ICSD, including the account of the Issuer to which payment of the proceeds of issue should be made. 4.2 On or before 10.00 10:00 a.m. (Frankfurt am Main time) on the Frankfurt business day prior to the Issue Date in relation to each Tranche or such other time as may be agreed between the Fiscal Agent and the Relevant Clearing System, the Fiscal Agent shall 4.2.1 authenticate the Global Note; 4.2.2 deliver the Global Note to, or to a depositary for, the Relevant Clearing System (which, in the case of CBL and Euroclear, shall be a specified common depositary) or specified Common Safekeeper (if the Global Note is an NGN), and instruct the Common Safekeeper to effectuate the Global Note (if the same will not bear the original signature of the relevant Issuer, due to its electronic transmission to the Common Safekeeper); 4.2.3 if the Global Note is an NGN, instruct CBL and Euroclear to make the appropriate entries in their records to reflect the initial (in the case of the first Tranche of Notes of any Series) or increased (in the case of a subsequent Tranche of Notes of any Series) outstanding aggregate principal amount of the relevant Series; and; 4.2.4 in case of a settlement via CBF and in case of non-syndicated issues: instruct the Relevant Clearing System to credit Notes represented by a Global Note to the Fiscal Agent’s distribution account and to hold each such Note to the order of the relevant 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) in accordance with the normal procedures of the Relevant Clearing System and, following payment, to credit the Notes represented by such Global Note to such securities account(s) as shall have been notified to the Fiscal Agent by the Relevant Dealer(s). 4.3 . The Fiscal Agent shall on the Issue Date in respect of the relevant Tranche and against receipt of funds from the Relevant Dealer(s) ), transfer the proceeds of issue to the relevant Issuer to the account notified in accordance with subClause 4.1 above; and 4.2.5 in case of a Syndicated Closing: instruct the relevant ICSD to credit the Notes represented by the Global Note to the Relevant Dealer’s distribution account held with an ICSD (the “Commissionaire Account”), the terms of which include a third-party beneficiary clause (stipulation pour autrui) with the Issuer as the third-party beneficiary. The relevant ICSD transfers with respect to the relevant Tranche and against receipt of funds from the Relevant Dealer(s) the proceeds of issue to the Issuer to such account as shall have been notified by the Relevant Dealer(s) accordance with Clause 4.1 above. 4.4 4.3 Where the Fiscal Agent delivers any authenticated Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised to destroy the Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note has been effectuated. 4.5 4.4 In case of a settlement via CBF and in case of non-syndicated issues: Where the Fiscal Agent acts as receiving bank for the relevant Issuer in respect of the proceeds of issue of Notes being issued, if on the relevant Issue Date the Fiscal Agent does not receive the full proceeds of issue in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Fiscal Agent’s distribution account with the Clearing System after such Issue Date, the Fiscal Agent shall: 4.5.1 4.4.1 continue to hold the Defaulted Note to the order of the relevant Issuer; 4.5.2 4.4.2 notify the relevant Issuer forthwith of the non-receipt of the proceeds of issue in respect of the Defaulted Note; and, subsequently, 4.5.3 4.4.3 notify the relevant Issuer forthwith upon receipt of the full proceeds of issue in respect of such Defaulted Note and pay to the relevant Issuer the amounts so received. 4.6 4.5 The Fiscal Agent shall hold in safe custody all unauthenticated Global Notes delivered to it in accordance with this Clause 4 and shall ensure that the same are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Global Note. The relevant Issuer shall ensure that each of the Fiscal Agent holds sufficient Global Notes to fulfil its respective obligations under this Clause 4. The Fiscal Agent undertakes to notify the relevant Issuer if it holds insufficient Global Notes for such purposes. 4.7 4.6 The Fiscal Agent is authorised by each the Issuer to authenticate such Global Notes as may be required to be authenticated hereunder by the signature of any person duly authorised for the purpose by the Fiscal Agent. 4.8 4.7 In the event that a person who has signed on behalf of the relevant Issuer any Note not yet issued but held by the Fiscal Agent in accordance with Clause 4.6 4.5 ceases to be authorised, the Fiscal Agent shall (unless the relevant Issuer gives written notice to the Fiscal Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Agent) continue to have authority to issue any such Global Notes, and the relevant Issuer hereby warrants to the Fiscal Agent that such Global Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Agent with replacement Global Notes and upon receipt of such replacement Global Notes the Fiscal Agent shall cancel and destroy the Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. 4.9 4.8 Subject to the procedures set out in the Procedures Memorandum, for the purposes of this Clause 4 each of the Fiscal Agent is entitled to treat a telephone or telefax communication from a person purporting to be (and who the Fiscal Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Clause 11.7 as sufficient instructions and authority of the relevant Issuer for the Fiscal Agent to act in accordance with this Clause 4. 4.10 4.9 In case of a settlement via CBF and in case of non-syndicated issues: If the Fiscal Agent, in its discretion, pays an amount (the “Advance”) to the relevant Issuer on the basis that a payment (the “Payment”) has been or will be, received from a Dealer and if the Payment is not received by the Fiscal Agent on the date the Fiscal Agent pays the relevant Issuer, the relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall repay to the Fiscal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment in full of the Advance and receipt in full by the Fiscal Agent of the Payment from the Dealer (at a rate quoted at that time by the Fiscal Agent as its cost of funding the Advance).

Issuance of Notes. 4.1 (1) Upon the conclusion of any Relevant Agreement, the relevant Issuer shall, as soon as practicable but in any event, not later than 2.00 p.m. (Frankfurt am Main time) on the third Frankfurt business day prior to the proposed Issue Date in relation to each Tranche:Date: Amended and Restated Fiscal Agency Agreement 4.1.1 (a) confirm to the Fiscal Agent by telefax or any electronic information system agreed between the Fiscal Agent and the relevant Issuer all such information as the Fiscal Agent may reasonably require to carry out its functions under this Agreement and such details as are necessary to enable it to authenticate and deliver the Global Note; 4.1.2 (b) (if no standard payment instructions have been given to the Fiscal Agent) designate by telefax tested telex or any other form of communication agreed between the Fiscal Agent and the relevant Issuer SWIFT the account of the relevant Issuer to which payment of the proceeds of issue should be made; 4.1.3 (c) deliver to the Fiscal Agent a copy, duly executed, of the Final TermsPricing Supplement; and 4.1.4 (d) deliver to the Fiscal Agent the completed Global Note (in unauthenticated form but executed on behalf of the relevant Issuer) in relation to the relevant Tranche, with the Conditions to be attached to the Global Note (in the case Part I of the Final Terms replicates the relevant provisions of Option I or Option II and completes the relevant placeholders in Option I or Option II , as relevant) or a copy of the Final Terms, duly executed on behalf of the relevant Issuer to be attached by the Fiscal Agent to the Global Note together with the relevant set of the Terms and Conditions of the Notes (in the case Part I of Final Terms only refers to the relevant provisions of Option I or Option II)attached. 4.2 (2) On or before 10.00 a.m. (Frankfurt am Main time) on the Frankfurt business day prior to the Issue Date in relation to each Tranche or such other time as may be agreed between the Fiscal Agent and the Relevant relevant Clearing System, the Fiscal Agent shall 4.2.1 shall authenticate the Global Note; 4.2.2 and deliver the relevant Global Note to, or to a depositary for, the Relevant relevant Clearing System (which, in the case of CBL and Euroclear, shall be a specified depositary common depositary) or specified Common Safekeeper (if the Global Note is an NGNto both of them), and instruct the Common Safekeeper . The Fiscal Agent shall give instructions to effectuate the Global Note (if the same will not bear the original signature of the relevant Issuer, due to its electronic transmission to the Common Safekeeper); 4.2.3 if the Global Note is an NGN, instruct CBL and Euroclear to make the appropriate entries in their records to reflect the initial (in the case of the first Tranche of Notes of any Series) or increased (in the case of a subsequent Tranche of Notes of any Series) outstanding aggregate principal amount of the relevant Series; and 4.2.4 instruct the Relevant Clearing System to credit Notes represented by a Global Note to the Fiscal Agent’s 's distribution account and to hold each such Note to the order of the relevant 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) in accordance with the normal procedures of the Relevant relevant Clearing System and, following payment, to credit the Notes represented by such Global Note to such securities account(s) as shall have been notified to the Fiscal Agent by the Relevant Dealer(s). 4.3 . The Fiscal Agent shall on the Issue Date in with respect of to the relevant Tranche and against receipt of funds from the Relevant Dealer(s) transfer the proceeds of issue to the relevant Issuer to the account notified in accordance with sub-clause 4.1 (1) above. 4.4 Where the Fiscal Agent delivers any authenticated Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised to destroy the Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Global Note has been effectuated. 4.5 Where the Fiscal Agent acts as receiving bank for the relevant Issuer in respect of the proceeds of issue of Notes being issued, if on the relevant Issue Date the Fiscal Agent does not receive the full proceeds of issue in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Fiscal Agent’s distribution account with the Clearing System after such Issue Date, the Fiscal Agent shall: 4.5.1 continue to hold the Defaulted Note to the order of the relevant Issuer; 4.5.2 notify the relevant Issuer forthwith of the non-receipt of the proceeds of issue in respect of the Defaulted Note; and, subsequently, 4.5.3 notify the relevant Issuer forthwith upon receipt of the full proceeds of issue in respect of such Defaulted Note and pay to the relevant Issuer the amounts so received. 4.6 The Fiscal Agent shall hold in safe custody all unauthenticated Global Notes delivered to it in accordance with this Clause 4 and shall ensure that the same are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Global Note. The relevant Issuer shall ensure that each of the Fiscal Agent holds sufficient Global Notes to fulfil its respective obligations under this Clause 4. The Fiscal Agent undertakes to notify the relevant Issuer if it holds insufficient Global Notes for such purposes. 4.7 The Fiscal Agent is authorised by each Issuer to authenticate such Global Notes as may be required to be authenticated hereunder by the signature of any person duly authorised for the purpose by the Fiscal Agent. 4.8 In the event that a person who has signed on behalf of the relevant Issuer any Note not yet issued but held by the Fiscal Agent in accordance with Clause 4.6 ceases to be authorised, the Fiscal Agent shall (unless the relevant Issuer gives written notice to the Fiscal Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Fiscal Agent) continue to have authority to issue any such Global Notes, and the relevant Issuer hereby warrants to the Fiscal Agent that such Global Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Fiscal Agent with replacement Global Notes and upon receipt of such replacement Global Notes the Fiscal Agent shall cancel and destroy the Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. 4.9 Subject to the procedures set out in the Procedures Memorandum, for the purposes of this Clause 4 each of the Fiscal Agent is entitled to treat a telephone or telefax communication from a person purporting to be (and who the Fiscal Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Clause 11.7 as sufficient instructions and authority of the relevant Issuer for the Fiscal Agent to act in accordance with this Clause 4. 4.10 If the Fiscal Agent, in its discretion, pays an amount (the “Advance”) to the relevant Issuer on the basis that a payment (the “Payment”) has been or will be, received from a Dealer and if the Payment is not received by the Fiscal Agent on the date the Fiscal Agent pays the relevant Issuer, the relevant Issuer (failing which the Guarantor, if Linde Finance is the Relevant Issuer) shall repay to the Fiscal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment in full of the Advance and receipt in full by the Fiscal Agent of the Payment from the Dealer (at a rate quoted at that time by the Fiscal Agent as its cost of funding the Advance).