Common use of Issuance of Notes Clause in Contracts

Issuance of Notes. (1) The Issuer shall, not later than 2:00 p.m. (New York time) on the second New York Business Day prior to the Closing Date: (a) confirm to the Registrar by facsimile or any electronic information system agreed between the Registrar and the Issuer all such information as the Registrar 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 Certificate; and (b) designate by facsimile the account of the Issuer to which payment of the proceeds of the issuance of the Notes should be made. (2) The Issuer shall ensure that the Notes are assigned all applicable securities numbers, including German securities code (WKN), common code, ISIN and CUSIP. (3) On or before 10:00 a.m. (New York time) on the New York Business Day prior to the Closing Date (or any other time agreed between the Registrar and the Issuer having regard to the rules of DTC), the Registrar shall authenticate and deliver the Global Certificate to Deutsche Bank Trust Company Americas, in its capacity as custodian for DTC. The Registrar shall on the Closing Date transfer the proceeds of issue received from the Manager to the Issuer to the account notified in accordance with sub-clause 1(b) above. The Manager shall give instructions to DTC to credit Notes represented by the Global Certificate in accordance with the normal operating procedures of DTC. (4) Where the Registrar acts as Agent for the Issuer in respect of receiving the proceeds of the Notes, if on the Closing Date the Registrar does not receive the full proceeds of issue in respect of any Note, the Registrar shall: (a) continue to hold such Note to the order of the Issuer; (b) notify the Issuer forthwith of the non-receipt of the proceeds of issue in respect of such Note; and, subsequently, (c) notify the Issuer forthwith upon receipt of the full proceeds of issue in respect of such Note. The Registrar shall pay to the Issuer the amount received by the Registrar from the Manager in respect of such Note on the same day (or, if not possible, as soon as practicable thereafter) as the funds are credited to the account designated by the Registrar. (5) The Registrar shall hold in safe custody all unauthenticated Global Certificates delivered to it in accordance with this Clause 4 and shall ensure that each Global Certificate is authenticated and delivered only in accordance with the terms hereof and the Global Certificate. (6) The Registrar is authorized by the Issuer to authenticate the Global Certificate as may be required to be authenticated hereunder by the signature of any person duly authorized for the purpose by the Registrar. (7) For the purposes of this Clause 4 the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Registrar believes in good faith to be) the authorized representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 9(7) as sufficient instructions and authority of the Issuer for the Registrar to act in accordance with this Clause 4, provided that the Registrar takes all reasonable precautions necessary to verify the accuracy of such telephone or facsimile communication before carrying out any of its tasks envisaged hereunder. Any telephone communication shall be followed as soon as practicable by a facsimile confirmation of such communication.

Issuance of Notes. (1a) The Issuer shall, not later than 2:00 p.m. in each case in accordance with the provisions of this Agreement and the other Notes Documents: (New York timei) on the second New York Business Day prior Initial Notes Tranche Closing Date, issue the Notes pertaining to the Initial Notes Tranche; (ii) on the Second Notes Tranche Closing Date:, issue the Notes pertaining to the Second Notes Tranche; (aiii) confirm on the Third Notes Tranche Closing Date, issue the Notes pertaining to the Registrar by facsimile or Third Notes Tranche; (iv) on the Fourth Notes Tranche Closing Date, issue the Notes pertaining to the Fourth Notes Tranche; (v) on the Fifth Notes Tranche Closing Date, issue the Notes pertaining to the Fifth Notes Tranche; (vi) on any electronic information system agreed between applicable Additional Notes Tranche Closing Date, issue the Registrar and Notes pertaining to the Issuer all such information as the Registrar 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 Certificate; andapplicable Additional Notes Tranche, with each Note having a denomination of US$ 100,000. (b) designate by facsimile the account No later than one Business Day prior to, but with effect as of the Issuer relevant Closing Date, the Notes pertaining to which payment the relevant Tranche and all rights in connection therewith shall be issued in uncertificated form in accordance with article 973c of the proceeds of CO as uncertificated securities (Wertrechte) and the issuance of shall be evidenced by delivery to the Notes should be made. Investor (2) The Issuer shall ensure that the Notes are assigned all applicable securities numbers, including German securities code (WKN), common code, ISIN and CUSIP. (3) On or before 10:00 a.m. (New York timeto its order) on the New York Business Day prior to the relevant Closing Date (or any other time agreed between the Registrar and the Issuer having regard to the rules of DTC)a copy, the Registrar shall authenticate and deliver the Global Certificate to Deutsche Bank Trust Company Americas, in its capacity as custodian for DTC. The Registrar shall on the Closing Date transfer the proceeds of issue received from the Manager to the Issuer to the account notified in accordance with sub-clause 1(b) above. The Manager shall give instructions to DTC to credit Notes represented certified by the Global Certificate in accordance with the normal operating procedures of DTC. (4) Where the Registrar acts as Agent for the Issuer in respect of receiving the proceeds of the Notes, if on the Closing Date the Registrar does not receive the full proceeds of issue in respect of any Note, the Registrar shall: (a) continue to hold such Note to the order a duly authorised signatory of the Issuer; (b) notify the Issuer forthwith , of the non-receipt Issuer's register of uncertificated securities (Wertrechtebuch) (the "Register of Uncertificated Securities") with the entry of the proceeds Investor's name thereon as the first holder of issue in respect of such Note; and, subsequently, (c) notify all the Issuer forthwith upon receipt Notes pertaining to the relevant Tranche and a specification of the full proceeds Relevant Issue Date and the applicable Maturity Date of issue in respect of such Note. The Registrar shall pay the relevant Notes pertaining to the Issuer the amount received by the Registrar from the Manager relevant Tranche, such Register of Uncertificated Securities to be in respect of such Note on the same day (or, if not possible, as soon as practicable thereafter) as the funds are credited a form and substance satisfactory to the account designated by the RegistrarInvestor. (5) The Registrar shall hold in safe custody all unauthenticated Global Certificates delivered to it in accordance with this Clause 4 and shall ensure that each Global Certificate is authenticated and delivered only in accordance with the terms hereof and the Global Certificate. (6) The Registrar is authorized by the Issuer to authenticate the Global Certificate as may be required to be authenticated hereunder by the signature of any person duly authorized for the purpose by the Registrar. (7) For the purposes of this Clause 4 the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Registrar believes in good faith to be) the authorized representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 9(7) as sufficient instructions and authority of the Issuer for the Registrar to act in accordance with this Clause 4, provided that the Registrar takes all reasonable precautions necessary to verify the accuracy of such telephone or facsimile communication before carrying out any of its tasks envisaged hereunder. Any telephone communication shall be followed as soon as practicable by a facsimile confirmation of such communication.

Issuance of Notes. (1) The 4.1 Issuance shall be on a non-syndicated basis. Upon the conclusion of any agreement for the issue and purchase of a relevant Tranche the Issuer shall, as soon as practicable but in any event, not later than 2:00 2.00 p.m. (New York London time) on the second New York Business tenth Banking Day prior to the Closing Date: (a) confirm to the Registrar by facsimile proposed Issue Date or any electronic information system such other time as may be agreed between the Registrar Issuer and the Issuer Issue Agent: 4.1.1 confirm by such means necessary to the Issue Agent or, if such Series of Notes is to be in the form of Registered Notes, the Registrar (copied to the Issue Agent) and, in each case, with a copy to the Trustee, all such information as the Issue Agent or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and Agreement, such details as are necessary to enable it to authenticate complete a Global Note or Global Note Certificates of the relevant Tranche (if a Global Note or Global Note Certificates is/are to be used) and, where delivery versus payment has been agreed between the Issuer, the Dealer and the Issue Agent, the account to which payment should be made; 4.1.2 deliver (or use reasonable efforts to procure the Global Certificatedelivery of) a copy, duly executed, of the relevant Issue Terms in relation to the relevant Tranche to the Issue Agent or, as the case may be, the Registrar (copied to the Issue Agent) and, in each case, with a copy to the Trustee; and 4.1.3 unless the Notes of the relevant Tranche are Registered Notes or the Issuer shall have provided such Global Note to the Issue Agent or, as the case may be, the Registrar pursuant to Clause 4.2, ensure that there is delivered to the Issue Agent an appropriate Global Note (b) designate by facsimile the account in unauthenticated form but executed on behalf of the Issuer and otherwise complete) or, as the case may be, to which payment the Registrar a stock of Registered Note Certificates (in unauthenticated form and with the names of the proceeds registered Noteholders left blank but executed on behalf of the issuance 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 Issue Agent a stock of Global Notes (in unauthenticated form but executed on behalf of the Notes should be madeIssuer) and/or, to the Registrar, Global Note Certificates or Individual Note Certificates (in unauthenticated form but executed on behalf of the Issuer). (2) The Issuer shall ensure that the Notes are assigned all applicable securities numbers, including German securities code (WKN), common code, ISIN and CUSIP. (3) 4.3 On or before 10:00 a.m. 3.00 p.m. (New York London time) on the New York Business Day prior Issue Date in relation to each Tranche, the Closing Date (or any other time agreed between Issue Agent or, as the Registrar and the Issuer having regard to the rules of DTC)case may be, the Registrar shall authenticate and deliver the relevant Global Certificate Note or, as the case may be, Registered Note Certificate(s) to Deutsche Bank Trust Company Americasthe relevant depositary for Euroclear and/or Clearstream, in its capacity Luxembourg and/or any other clearing system or otherwise as custodian for DTCdirected by the Issuer. The Registrar Issue Agent or, as the case may be, the Registrar, shall give instructions to Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system to credit Notes represented by a Global Note or, as the case may be, Registered Notes registered in the name of the relevant depositary, to the Issue Agent's distribution account and to hold each such Note to the order of the Issuer pending delivery to the Dealer on a free of payment basis (or, where agreed between the Issuer, the Dealer and the Issue Agent, on a delivery against payment basis) in accordance with the normal procedures of Euroclear and/or Clearstream, Luxembourg and/or such other clearing system, as the case may be, and to credit the Notes of the relevant Series represented by such Global Note or the Registered Notes to such securities account(s) as shall have been notified to the Issue Agent by the Issuer. The Issue Agent shall on the Closing Issue Date in respect of the relevant Tranche in the case of a trade to be settled on a delivery versus payment basis and against receipt of funds from the Dealer transfer the proceeds of issue received from the Manager to the Issuer to the account notified in accordance with sub-clause 1(b) Clause 4.1 above. The Manager shall give instructions to DTC to credit Notes represented by the Global Certificate in accordance with the normal operating procedures of DTC. (4) Where the Registrar acts as Agent for the Issuer in respect 4.4 In relation to any Series of receiving the proceeds of the NotesNotes to which this Agreement relates, if on the Closing Date Issue Agent or, as the Registrar does not receive the full proceeds of issue in respect of any Notecase may be, the Registrar shallshould pay an amount (an "advance") to the Issuer or to its order in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Issue Agent or, as the case may be, the Registrar on the date that the Issue 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 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 amount in Sterling) and the actual number of days elapsed from the date of payment of such advance until the earlier of: (a) continue 4.4.1 repayment of the advance; or 4.4.2 receipt by the Issue Agent or, as the case may be, the Registrar of the payment from the Dealer, at the rate per annum which is the aggregate of one per cent. per annum and the rate reasonably determined and notified in writing by the Issue 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 hold the unpaid amount. For the avoidance of doubt, under no circumstances is an Agent under an obligation to pay such Note an advance. 4.5 The Issuer shall, in relation to each Series of Notes which is represented by a Temporary Global Note, ensure that there is delivered to or to the order of the Issue 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 Permanent Global Note has been provided to the Issue Agent pursuant to Clause 4.2 or, as the case may be, the Definitive Notes (in unauthenticated form, but executed by the Issuer and otherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Notes and Registered Notes, the Temporary Global Note is exchangeable for Definitive Notes and/or Registered Notes (unless a Registered Note Certificate or, as appropriate, Registered Note Certificates have been provided to the Registrar pursuant to Clause 4.2) the Issuer shall ensure that there is delivered to, or to the order of, the Registrar sufficient Registered Note Certificates to enable the Registrar to effect exchanges of interests in the Temporary Global Note for Registered Notes in accordance with the terms of the Temporary Global Note. The Issue Agent or, as the case may be, the Registrar shall authenticate and deliver or cause to be authenticated and delivered such Permanent Global Note or, as the case may be, Definitive Notes and/or Registered Note Certificates in accordance with the terms hereof and of the relevant Temporary Global Note. 4.6 The Issuer shall, in relation to each Series 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 terms, ensure that there is delivered to or to the order of the Issue Agent and/or, if interests in such Permanent Global Note are exchangeable for Registered Notes, 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 Note may be exchanged prior to becoming void, the Definitive Notes and/or Registered Note Certificates (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. The Issue Agent or, as the case may be, the Registrar shall authenticate and deliver or cause to be authenticated and delivered such Definitive Notes and/or Registered Note Certificates in accordance with the terms hereof and of the relevant Permanent Global Note. Execution in facsimile of any Notes and any photostatic copying or other duplication of such Notes (in unauthenticated form, but executed on behalf of the Issuer) shall be binding upon the Issuer in the same manner as if such Notes were signed manually by such person. 4.7 In relation to any Series of Notes to which this Agreement relates, where any Definitive Notes are to be delivered in exchange for a Temporary Global Note or a Permanent Global Note, the Issue Agent shall ensure that: 4.7.1 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) notify 4.7.2 in the Issuer forthwith case of the non-receipt of the proceeds of issue Instalment Notes which are Definitive Notes with Receipts, such Definitive Notes shall have attached thereto only such Receipts in respect of such NoteInstalment Amounts as shall not then have been paid; and 4.7.3 in the case of Instalment Notes which are Definitive Notes without Receipts, subsequently, (c) notify the Issuer forthwith upon receipt of the full proceeds of issue in respect of such Note. The Registrar any Instalment Amounts that shall pay to the Issuer the amount received by the Registrar from the Manager in respect of such Note have then been paid shall be noted on the same day (grid endorsed on such Definitive Notes. 4.8 The Issue Agent or, if not possible, as soon as practicable thereafter) as the funds are credited to case may be, the account designated by the Registrar. (5) The Registrar shall hold in safe custody all unauthenticated Temporary Global Notes, Permanent Global Notes, Definitive Notes or, as the case may be, Registered Note Certificates delivered to it in accordance with this Clause 4 4, Clause 5 (Replacement Notes) and Clause 10 (Early Redemption and Exercise of Options) and shall ensure that each Global Certificate is the same are authenticated and delivered only in accordance with the terms hereof and, if applicable, the relevant Temporary Global Note, Permanent Global Note or Global Note Certificate. The Issuer shall ensure that each of the Issue Agent, the Registrar and the Global CertificateReplacement Agent (as defined in Clause 5.1) holds sufficient Notes, Receipts or Coupons to fulfil its respective obligations under this Clause 4, Clause 5 (Replacement Notes) and Clause 10 (Early Redemption and Exercise of Options) and each of the Issue Agent, the Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Notes, Registered Note Certificates, Receipts or Coupons for such purposes. (6) The 4.9 Each of the Issue Agent and the Registrar is authorized authorised by the Issuer to authenticate such Temporary Global Notes, Permanent Global Notes, Definitive Notes or, as the Global Certificate case may be, Registered Note Certificates in relation to a relevant Series of Notes as may be required to be authenticated hereunder by the signature of any of their respective officers or any other person duly authorized authorised for the purpose by the Issue Agent or, as the case may be, the Registrar. (7) For 4.10 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 purposes of this Clause 4 case may be, for Definitive Notes and/or Registered Notes, the Issue Agent or, as the case may be, the Registrar shall note or procure that there is entitled noted on the Schedule to treat the Temporary Global Note or, as the case may be, Permanent Global Note the aggregate Principal Amount thereof so exchanged and the remaining Principal Amount of the Temporary Global Note or, as the case may be, Permanent Global Note (which shall be the previous Principal Amount thereof less (or, in the case of a telephone or facsimile communication from Permanent Global Note in respect of an exchange of a person purporting to be (and who the Registrar believes in good faith to beportion of a Temporary Global Note for a Permanent Global Note, plus) the authorized representative aggregate Principal Amount so exchanged) and shall procure the signature of such notation on its behalf. The Issue Agent shall cancel or procure the cancellation of each Temporary Global Note or, as the case may be, Permanent Global Note against surrender of which it has made full exchange for a Permanent Global Note or Definitive Notes and/or Registered Notes. 4.11 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 or to the order of the Issue Agent such number of Coupon sheets as may be required in order to enable the Paying Agents to fulfil their obligation under Clause 4.12 hereof. 4.12 The relevant Paying Agent shall, against the presentation and surrender of any Talon in relation to a relevant Series of Notes 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 5.1) has delivered a replacement therefor such Paying Agent shall forthwith notify the Issuer named 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 deliver the list referred same to in, or notified pursuant to, Clause 9(7) as sufficient instructions and authority to the order of the Issuer for the Registrar to act in accordance with this Clause 4, provided that the Registrar takes all reasonable precautions necessary to verify the accuracy of such telephone or facsimile communication before carrying out any of its tasks envisaged hereunder. Any telephone communication shall be followed as soon as practicable by a facsimile confirmation of such communicationIssue Agent.

Issuance of Notes. (1a) The Issuer shallshall issue the Initial Term Notes and the initial Variable Funding Notes on the Closing Date, not later than 2:00 p.m. so long as the following conditions precedent are satisfied: (New York timei) on the second New York Business Day Closing Date, the Issuer delivers to the Indenture Trustee an Issuer Certificate to the effect that: (A) all instruments furnished to the Indenture Trustee conform to the requirements of this Indenture and constitute sufficient authority hereunder for the Indenture Trustee to authenticate and deliver such Notes; (B) the form and terms of the Initial Term Notes and the initial Variable Funding Notes have been established in conformity with the provisions of this Indenture; and (C) such other matters as the Indenture Trustee may reasonably request; (ii) on the Closing Date, the Issuer delivers to the Indenture Trustee an Issuer Certificate certifying that all laws and requirements with respect to the execution and delivery by the Issuer of such Notes have been complied with, the Issuer has the power and authority to issue such Notes and such Notes have been duly authorized and delivered by the Issuer and, assuming due authentication and delivery by the Indenture Trustee, constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Outstanding Notes, if any, subject to the terms of this Indenture; (iii) on or prior to the Closing Date: (a) confirm , the Issuer will have delivered to the Registrar by facsimile or any electronic information system agreed between the Registrar Indenture Trustee and the Noteholders an opinion regarding tax matters reasonably acceptable to the Majority Holders, which addresses items including (i) the debt for tax status of the Notes and (ii) that the Issuer all such information will not be treated as the Registrar may reasonably require to carry out its functions under this Agreement and such details an association (or publicly traded partnership) taxable as are necessary to enable it to authenticate and deliver the Global Certificatea corporation; and (biv) designate by facsimile the account of the Issuer to which payment of the proceeds of the issuance of the Notes should be madeconditions specified herein are satisfied. (2) The Issuer shall ensure that the Notes are assigned all applicable securities numbers, including German securities code (WKN), common code, ISIN and CUSIP. (3) On or before 10:00 a.m. (New York time) on the New York Business Day prior to the Closing Date (or any other time agreed between the Registrar and the Issuer having regard to the rules of DTC), the Registrar shall authenticate and deliver the Global Certificate to Deutsche Bank Trust Company Americas, in its capacity as custodian for DTC. The Registrar shall on the Closing Date transfer the proceeds of issue received from the Manager to the Issuer to the account notified in accordance with sub-clause 1(b) above. The Manager shall give instructions to DTC to credit Notes represented by the Global Certificate in accordance with the normal operating procedures of DTC. (4) Where the Registrar acts as Agent for the Issuer in respect of receiving the proceeds of the Notes, if on the Closing Date the Registrar does not receive the full proceeds of issue in respect of any Note, the Registrar shall: (a) continue to hold such Note to the order of the Issuer; (b) notify With respect to the issuance of each Quarterly Term Note in connection with a Conversion Date, as contemplated in Section 4.12, or any I/O Term Note and Fixed Rate Term Note on a Note Exchange Date, as contemplated in Section 4.13, the Issuer forthwith and the EAST\146409251.8147895167.4 Indenture Trustee will not be required to provide prior notice to or to obtain the consent of any Noteholder nor will the non-receipt of Issuer be subject to the proceeds of issue conditions set forth above in respect of such Note; and, subsequently,Section 4.10(a)(i)-(iv). (c) notify the Issuer forthwith upon receipt of the full proceeds of issue in With respect of such Note. The Registrar shall pay to the Issuer the amount received by the Registrar from the Manager issuance of each Quarterly Term Note in respect of such Note on the same day (or, if not possibleconnection with a Conversion Date, as soon as practicable thereaftercontemplated in Section 4.12, the Outstanding Principal Amount of all Notes Outstanding (after giving effect to such issuance) as shall not exceed the funds are credited to the account designated by the RegistrarMaximum Principal Amount. (5) The Registrar shall hold in safe custody all unauthenticated Global Certificates delivered to it in accordance with this Clause 4 and shall ensure that each Global Certificate is authenticated and delivered only in accordance with the terms hereof and the Global Certificate. (6) The Registrar is authorized by the Issuer to authenticate the Global Certificate as may be required to be authenticated hereunder by the signature of any person duly authorized for the purpose by the Registrar. (7) For the purposes of this Clause 4 the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Registrar believes in good faith to be) the authorized representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 9(7) as sufficient instructions and authority of the Issuer for the Registrar to act in accordance with this Clause 4, provided that the Registrar takes all reasonable precautions necessary to verify the accuracy of such telephone or facsimile communication before carrying out any of its tasks envisaged hereunder. Any telephone communication shall be followed as soon as practicable by a facsimile confirmation of such communication.

Issuance of Notes. (1) The Issuer shall, not later than 2:00 p.m. (New York time) on the second New York Business Day prior to the Closing Date: (a) confirm to Not later than the Registrar by facsimile or any electronic information system agreed between time specified in the Registrar and Procedures Memorandum, if applicable, the Issuer shall in respect of each Tranche of each Series of Notes to be issued under this Indenture notify the Trustee by telefax as to all such information as the Registrar Trustee may reasonably require for it to carry out its functions under as contemplated by this Agreement Section and such the Procedures Memorandum, and in particular the details required for it to complete the relevant Temporary Global Note and/or Permanent Global Note or, as the case may be, Regulation S Global Note and/or Restricted Global Note or SEC Registered Global Note and the settlement details as required by the Procedures Memorandum or in the relevant Pricing Supplement. The Issuer shall not agree on any Issue Date unless it is a Business Day on which, Euroclear, Cedel and/or DTC, as applicable, are necessary to enable it to authenticate and deliver the Global Certificate; andoperating. (b) designate Each Tranche of a Bearer Series will initially be represented by facsimile a Temporary Global Note substantially in the account form of Exhibit B to this Indenture (duly completed), exchangeable in whole or in part for interests in a Permanent Global Note substantially in the Issuer form set out in Exhibit C to which payment this Indenture (duly completed). Notwithstanding the foregoing, Bearer Notes with a maturity of the proceeds of the issuance of the Notes should not more than 365 days may initially be maderepresented by one or more Permanent Global Notes. (2c) The Issuer shall ensure that Each Tranche of a Registered Series will have issued in respect of it (i) in the case of Notes are assigned all applicable securities numberssold in an "offshore transaction" within the meaning of Regulation S under the Securities Act, including German securities code a Regulation S Global Note (WKNwhich shall, upon termination of the Restricted Period, be referred to herein as an "Unrestricted Global Note"), common code(ii) in the case of Notes resold to "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act of 1933, ISIN as amended (the "Securities Act"), a Restricted Global Note, and/or (iii) in the case of Notes registered under the Securities Act, a SEC Global Registered Note. Each Regulation S Global Note, Unrestricted Global Note, Restricted Global Note and CUSIPSEC Registered Global Note shall be in substantially the form (duly completed) set out in Exhibit D to this Indenture. (3d) On or before 10:00 a.m. (New York time) on In respect of a Tranche of a Bearer Series, upon receipt by the New York Business Day prior to Trustee of the Closing Date (or any other time agreed between the Registrar and information from the Issuer having regard referred to in Section 4(a) enabling it to do so, and of the rules of DTCconfirmation from the relevant Dealer(s), the Registrar Trustee shall (i) complete (A) a Temporary Global Note in an aggregate principal amount equal to the aggregate principal amount of the relevant Tranche and (B) a related Permanent Global Note, (ii) authenticate each such Note by manual signature (or arrange for each such Note to be authenticated on its behalf by manual signature), and (iii) cause each such Note to be delivered to the Common Depositary not later than the time specified in the Procedures Memorandum, if applicable. In addition, the Trustee shall comply with all applicable provisions of the Procedures Memorandum, if applicable. In respect of a Tranche of a Registered Series, upon receipt by the Trustee of the information from the Issuer referred to in Section 4(a) enabling it to do so, and of the confirmation from the relevant Dealer(s), the Trustee (or its agent on its behalf) shall complete a Regulation S Global Note representing Notes sold in an "offshore transaction" within the meaning of Regulation S under the Securities Act, and/or a Restricted Global Note representing Notes resold pursuant to, and in reliance on, Rule 144A under the Securities Act, which, in each case, shall bear the appropriate Legend (required by Section 7(g)), and/or a SEC Registered Global Note representing Notes registered under the Securities Act, together in aggregate principal amount equal to the aggregate principal amount of the applicable Tranche. The Trustee (or its agent on its behalf) shall, after checking that the Regulation S Global Note, the Restricted Global Note and/or the SEC Registered Global Note, as applicable, correctly reflects the relevant details contained in the Register, authenticate it or them and deliver it or them to the Global Certificate to Deutsche Bank Trust Company Americas, in its capacity Trustee as custodian for DTC. The Registrar In addition, the Trustee shall on comply with all provisions of the Closing Date transfer the proceeds of issue received from the Manager to the Issuer to the account notified in accordance with sub-clause 1(b) above. The Manager shall give instructions to DTC to credit Notes represented by the Global Certificate in accordance with the normal operating procedures of DTCProcedures Memorandum, if applicable. (4e) Where If, on the Registrar acts as Agent for relevant settlement date of a non-syndicated issue, the Issuer relevant purchaser of a Bearer Note does not pay the subscription price due from it in respect of receiving such Note (the proceeds of the Notes"Defaulted Bearer Note") and, if on the Closing Date the Registrar does not receive the full proceeds of issue in respect of any Noteas a result, the Registrar shall: Defaulted Bearer Note remains in the Trustee's distribution account with Euroclear or Cedel after such Settlement Date (a) rather than being credited to the purchaser's account against payment), then the Trustee shall continue to hold such the Defaulted Bearer Note on behalf of and to the order of the Issuer; (b) notify . If, on the Issuer forthwith relevant settlement date of the a non-receipt syndicated issue, the purchaser of a registered Note does not pay the proceeds of issue in respect of such Note; and, subsequently, (c) notify the Issuer forthwith upon receipt of the full proceeds of issue in respect of such Note. The Registrar shall pay to the Issuer the amount received by the Registrar subscription price due from the Manager it in respect of such Note on (the same day (or"Defaulted Registered Note"), if then the Trustee shall notify the Co-Registrar and the custodian and such Defaulted Registered Note shall not possible, as soon as practicable thereafter) as be entered in the funds are Register and shall not be credited to the purchaser's participation account designated by the Registrarwith DTC. (5f) The Registrar shall hold Pursuant to Argentine Law No. 24,587, effective November 22, 0000, Xxxxxxxxx companies are no longer allowed to issue securities in safe custody all unauthenticated Global Certificates delivered to it in accordance with this Clause 4 and shall ensure that each Global Certificate is authenticated and delivered only in accordance with bearer form. Accordingly, as long as the terms hereof and the Global Certificate. (6) The Registrar is authorized by provisions of such law are applicable, the Issuer to authenticate will only issue Notes under the Global Certificate as may be required to be authenticated hereunder by the signature of any person duly authorized for the purpose by the RegistrarIndenture in registered form. (7) For the purposes of this Clause 4 the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Registrar believes in good faith to be) the authorized representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 9(7) as sufficient instructions and authority of the Issuer for the Registrar to act in accordance with this Clause 4, provided that the Registrar takes all reasonable precautions necessary to verify the accuracy of such telephone or facsimile communication before carrying out any of its tasks envisaged hereunder. Any telephone communication shall be followed as soon as practicable by a facsimile confirmation of such communication.

Issuance of Notes. (1) The Issuer shall, not later than 2:00 p.m. (New York time) on the second New York Business Day prior to the Closing Date: (a) confirm Not later than the time specified in the Procedures Memorandum, the Issuer shall in respect of each Tranche of each Series of Notes to be issued under this Agreement notify the Fiscal Agent and the Co-Registrar by facsimile or any electronic information system agreed between the Registrar and the Issuer telecopy as to all such information as the Fiscal Agent and Co-Registrar may reasonably require for it to carry out its functions under as contemplated by this Agreement Section and such the Procedures Memorandum, and in particular the details required for it to complete the relevant Regulation S Global Note and/or Restricted Global Note and the settlement details as are necessary to enable required by the Procedures Memorandum. The Issuer shall not agree on any issue Date unless it to authenticate and deliver the Global Certificate; andis a Business Day on which DTC is operating. (b) designate by facsimile Each Tranche will have issued in respect of it (i) in the account case of Notes sold in an “offshore transaction” within the meaning of Regulation S, a Regulation S Global Note (which may, upon termination of the Issuer Restricted Period, be referred to which payment herein as an “Unrestricted Global Note”), and/or (ii) in the case of Notes resold to “qualified institutional buyers” within the proceeds meaning of Rule 144A, a Restricted Global Note. Each Regulation S Global Note, Unrestricted Global Note and Restricted Global Note shall be in substantially the issuance of the Notes should be madeform (duly completed) set out in Exhibit A to this Fiscal Agency Agreement. (2c) The Issuer Fiscal Agent shall ensure that on behalf of the Issuer, in respect of each Tranche of each series of Notes to be listed on the Luxembourg Stock Exchange and/or any other Stock Exchange notified to the Fiscal Agent in writing by the Issuer, deliver a copy of the Pricing Supplement in relation to the relevant Tranche to the Luxembourg Stock Exchange and/or any such other Stock Exchange where the relevant Notes are assigned all applicable securities numbers, including German securities code (WKN), common code, ISIN and CUSIPadmitted to listing as soon as practicable but in any event not later than the time specified in the Procedures Memorandum. (3d) On or before 10:00 a.m. (New York time) on Upon receipt by the New York Business Day prior to Co-Registrar of the Closing Date (or any other time agreed between the Registrar and information from the Issuer having regard referred to in Section 3(a) enabling it to do so, and of the rules of DTCconfirmation from the relevant Dealer(s), the Co-Registrar (or its agent on its behalf) shall complete a Regulation S Global Note representing Notes sold in an “offshore transaction” within the meaning of Regulation S and/or a Restricted Global Note representing Notes resold pursuant to, and in reliance on, Rule 144A, which, in each case, shall bear the appropriate Legend (required by Section 6(f)), together in aggregate principal amount equal to the aggregate principal amount of the applicable Tranche. The Co-Registrar (or its agent on its behalf) shall, after checking that the Regulation S Global Note or the Restricted Global Note, as applicable, correctly reflects the relevant details contained in the Register, authenticate such Note(s) and deliver the Global Certificate such Note(s) to Deutsche Bank Trust Company Americas, in its capacity as custodian for DTC. The Registrar shall on the Closing Date transfer the proceeds of issue received from the Manager to the Issuer to the account notified in accordance with sub-clause 1(b) above. The Manager shall give instructions to DTC to credit Notes represented by the Global Certificate in accordance with the normal operating procedures of DTC. (4) Where the Registrar acts as Agent for the Issuer in respect of receiving the proceeds of the Notes, if on the Closing Date the Registrar does not receive the full proceeds of issue in respect of any Note, the Registrar shall: (a) continue to hold such Note or to the order of the Issuer;Issuer for delivery to a custodian for DTC. In addition, the Co-Registrar shall comply with all provisions of the Procedures Memorandum. (be) notify If, on the Issuer forthwith relevant settlement date of the a non-receipt syndicated issue, the purchaser of a Note does not pay the proceeds of issue in respect of such Note; and, subsequently, (c) notify the Issuer forthwith upon receipt of the full proceeds of issue in respect of such Note. The Registrar shall pay to the Issuer the amount received by the Registrar subscription price due from the Manager it in respect of such Note on (the same day (or“Defaulted Note”), if then the Fiscal Agent shall notify the Co-Registrar and the custodian and such Defaulted Note shall not possible, as soon as practicable thereafter) as be entered in the funds are Register and shall not be credited to the purchaser’s participation account designated by the Registrarwith DTC. (5) The Registrar shall hold in safe custody all unauthenticated Global Certificates delivered to it in accordance with this Clause 4 and shall ensure that each Global Certificate is authenticated and delivered only in accordance with the terms hereof and the Global Certificate. (6) The Registrar is authorized by the Issuer to authenticate the Global Certificate as may be required to be authenticated hereunder by the signature of any person duly authorized for the purpose by the Registrar. (7) For the purposes of this Clause 4 the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Registrar believes in good faith to be) the authorized representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 9(7) as sufficient instructions and authority of the Issuer for the Registrar to act in accordance with this Clause 4, provided that the Registrar takes all reasonable precautions necessary to verify the accuracy of such telephone or facsimile communication before carrying out any of its tasks envisaged hereunder. Any telephone communication shall be followed as soon as practicable by a facsimile confirmation of such communication.