Common use of ISSUE OF DEFINITIVE BEARER NOTES Clause in Contracts

ISSUE OF DEFINITIVE BEARER NOTES. (1) The Agent shall deliver the relevant Definitive Bearer Note(s) in accordance with the terms of the relevant Temporary Global Note or the relevant Permanent Global Note where such Temporary Global Note or Permanent Global Note (as the case may be) is to be exchanged for one or more Definitive Bearer Note(s). For this purpose, the Agent is hereby authorised on behalf of the relevant Issuer: (a) to authenticate or arrange for authentication on its behalf (if so instructed by the relevant Issuer) of such Definitive Bearer Note(s); and (b) to deliver such Definitive Bearer Note(s) to or to the order of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency as is specified in the applicable Final Terms either in exchange for such Global Note or, in the case of a partial exchange, if it is a CGN, on entering details of any partial exchange of the Global Note in the relevant space in Schedule Two of such Global Note, or, if it is a New Global Note, on Euroclear and Clearstream, Luxembourg making the appropriate entries in their records to reflect such exchange; provided that the Agent shall only permit a partial exchange of Notes represented by a Permanent Global Note for Definitive Bearer Notes if the Notes which continue to be represented by such Permanent Global Note are regarded as fungible by Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency with the Definitive Bearer Notes issued in partial exchange therefor. The Agent shall notify the relevant Issuer forthwith upon receipt of a request for issue of Definitive Bearer Note(s) in accordance with the provisions of a Global Note (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith). (2) The relevant Issuer undertakes to deliver to the Agent, pursuant to a request for the issue of Definitive Bearer Notes under the terms of the relevant Global Note, sufficient numbers of executed Definitive Bearer Notes to enable the Agent to comply with its obligations under this Clause 5. (3) Any of the duties and obligations of the Agent set forth in this Clause 5 may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent.

ISSUE OF DEFINITIVE BEARER NOTES. (1) The Agent shall deliver the relevant Definitive Bearer Note(s) in accordance with the terms of the relevant Temporary Global Note or the relevant Permanent Global Note where such Temporary Global Note or Permanent Global Note (as the case may be) is to be exchanged for one or more Definitive Bearer Note(s). For this purpose, the Agent is hereby authorised on behalf of the relevant Issuer: (a) to authenticate or arrange for authentication on its behalf (if so instructed by the relevant Issuer) of such Definitive Bearer Note(s); and (b) to deliver such Definitive Bearer Note(s) to or to the order of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency as is specified in the applicable Final Terms either in exchange for such Global Note or, in the case of a partial exchange, if it is a CGN, on entering details of any partial exchange of the Global Note in the relevant space in Schedule Two of such Global Note, or, if it is a New Global Note, on Euroclear and Clearstream, Luxembourg making the appropriate entries in their records to reflect such exchange; provided that the Agent shall only permit a partial exchange of Notes represented by a Permanent Global Note for Definitive Bearer Notes if the Notes which continue to be represented by such Permanent Global Note are regarded as fungible by EuroclearXxxxxxxxx, ClearstreamXxxxxxxxxxx, Luxembourg Xxxxxxxxxx and/or such other applicable clearing agency with the Definitive Bearer Notes issued in partial exchange therefor. The Agent shall notify the relevant Issuer forthwith upon receipt of a request for issue of Definitive Bearer Note(s) in accordance with the provisions of a Global Note (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith). (2) The relevant Issuer undertakes to deliver to the Agent, pursuant to a request for the issue of Definitive Bearer Notes under the terms of the relevant Global Note, sufficient numbers of executed Definitive Bearer Notes to enable the Agent to comply with its obligations under this Clause 5. (3) Any of the duties and obligations of the Agent set forth in this Clause 5 may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent.

ISSUE OF DEFINITIVE BEARER NOTES. (1a) The Unless otherwise provided in the applicable terms of the Note, interests in a Bearer Global Note will be exchangeable in whole, but not in part, for Definitive Bearer Notes with Coupons attached: (i) in the case of a Permanent Bearer Global Note, on not less than 60 days’ written notice of exchange to the London Issuing Agent from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in the Permanent Bearer Global Note), (ii) if an Event of Default (as defined in the Note) with respect to the Bearer Global Note occurs and is continuing, (iii) if the Bank is notified that either Euroclear or Clearstream, Luxembourg has been closed for business for a continuous period of 14 days (other than by reason of holidays, whether statutory or otherwise) after the original issuance of the Bearer Global Note or has announced an intention to permanently cease business or has in fact done so and no alternative clearance system approved by the applicable noteholders is available, or (iv) the Bank, after notice to the London Issuing Agent, determines to issue Notes in definitive bearer form. Upon the occurrence of these events, the London Issuing Agent shall deliver cause to be withdrawn from safekeeping the relevant necessary and applicable Definitive Bearer Note(s) and, in accordance with the terms of the relevant Temporary Permanent Bearer Global Note or the relevant Permanent Global Note where such Temporary Global Note or Permanent Global Note (as the case may be) is to be exchanged for one or more Definitive Bearer Note(s). For this purposeNote, the Agent is hereby authorised on behalf of the relevant Issuershall: (aA) complete, if applicable, an equal aggregate principal amount of Definitive Bearer Notes of authorized denominations and of like tenor and with identical terms as the Permanent Bearer Global Note in accordance with the terms thereof; (B) cause the European Registrar to authenticate or arrange for authentication on its behalf (if so instructed by the relevant Issuer) of such Definitive Bearer Note(s); and (bC) to deliver in accordance with the Administrative Procedures such Definitive Bearer Note(s) to or to the order of Euroclear, Euroclear and/or Clearstream, Luxembourg and/or such other applicable clearing agency as is specified in the applicable Final Terms either in exchange for such Global Note or, in the case of a partial exchange, if it is a CGN, on entering details of any partial exchange of the Global Note in the relevant space in Schedule Two of such Permanent Bearer Global Note, or, if it is a New Global Note, on Euroclear and Clearstream, Luxembourg making the appropriate entries in their records to reflect such exchange; provided that the Agent shall only permit a partial exchange of Notes represented by a Permanent Global Note for Definitive Bearer Notes if the Notes which continue to be represented by such Permanent Global Note are regarded as fungible by Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency with the Definitive Bearer Notes issued in partial exchange therefor. The London Issuing Agent shall notify the relevant Issuer Bank forthwith upon receipt of a request for issue the issuance of Definitive Bearer Note(s) in accordance with the provisions of a Global Note (and the aggregate nominal amount of such Temporary Global Note or Permanent Bearer Global Note, as . In the case may beof Temporary Bearer Global Notes, to such exchange shall only be exchanged made on or after the Exchange Date against certification of non-U.S. beneficial ownership in connection therewithaccordance with Section 7(a)(ii). (2b) The relevant Issuer undertakes to Bank shall deliver to the London Issuing Agent, pursuant to a request for the issue of Definitive Bearer Notes under the terms of the relevant Permanent Bearer Global Note, a sufficient numbers number of executed Definitive Bearer Notes (with, if applicable, Receipts, Coupons and Talons attached) executed by an Authorized Representative to enable the London Issuing Agent to comply with its obligations under this Clause 5Section 8. (3) Any of the duties and obligations of the Agent set forth in this Clause 5 may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent.

ISSUE OF DEFINITIVE BEARER NOTES. (1a) The Upon notice from Euroclear or Clearstream, Luxembourg pursuant to the terms of a Temporary Bearer Global Note or a Permanent Bearer Global Note requiring the issue of one or more Definitive Bearer Notes in exchange for such Temporary Bearer Global Note or Permanent Bearer Global Note, the London Issuing Agent shall deliver cause to be withdrawn from safekeeping the relevant necessary and applicable Definitive Bearer Note(s) and, in accordance with the terms of the relevant Temporary Global Note or the relevant Permanent Global Note where such Temporary Bearer Global Note or Permanent Bearer Global Note (as the case may be) is to be exchanged for one or more Definitive Bearer Note(s). For this purposeNote, the Agent is hereby authorised on behalf of the relevant Issuershall: (ai) complete, if applicable, an equal aggregate principal amount of Definitive Bearer Notes of authorized denominations and of like tenor and with identical terms as the Temporary Bearer Global Note or Permanent Bearer Global Note in accordance with the terms of such Temporary Bearer Global Note or Permanent Bearer Global Note; (ii) cause the European Registrar to authenticate or arrange for authentication on its behalf (if so instructed by the relevant Issuer) of such Definitive Bearer Note(s); and (biii) to deliver in accordance with the Procedures Memorandum, such Definitive Bearer Note(s) to or to the order of Euroclear, Euroclear and/or Clearstream, Luxembourg and/or such other applicable clearing agency as is specified in the applicable Final Terms either in exchange for such Temporary Bearer Global Note or, in the case of a partial exchange, if it is a CGN, on entering details of any partial exchange of the Global Note in the relevant space in Schedule Two of such or Permanent Bearer Global Note, or, if it is a New Global Note, on Euroclear and Clearstream, Luxembourg making the appropriate entries in their records to reflect such exchange; provided that the Agent shall only permit a partial exchange of Notes represented by a Permanent Global Note for Definitive Bearer Notes if the Notes which continue to be represented by such Permanent Global Note are regarded as fungible by Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency with the Definitive Bearer Notes issued in partial exchange therefor. The London Issuing Agent shall notify the relevant Issuer Bank forthwith upon receipt of a request for issue the issuance of Definitive Bearer Note(s) in accordance with the provisions of a Global Note (and the aggregate nominal amount of such Temporary Bearer Global Note or Permanent Bearer Global Note, as the case may be, to be exchanged in connection therewith). (2b) The relevant Issuer undertakes to Bank shall deliver to the London Issuing Agent, pursuant to a request for the issue of Definitive Bearer Notes under the terms of the relevant Temporary Bearer Global Note or Permanent Bearer Global Note, a sufficient numbers number of executed Definitive Bearer Notes (with, if applicable, Receipts, Coupons and Talons attached) executed by an Authorized Representative to enable the London Issuing Agent to comply with its obligations under this Clause 5Section 8. (3) Any of the duties and obligations of the Agent set forth in this Clause 5 may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent.

ISSUE OF DEFINITIVE BEARER NOTES. (1) The Agent shall deliver the relevant Definitive 5.1 Where a Global Bearer Note(s) in accordance with the terms of the relevant Temporary Global Note or the relevant Permanent Global Note where such Temporary Global Note or Permanent Global Note (as the case may be) is to be exchanged for one or more Definitive Bearer Note(s). For this purposeNotes in accordance with its terms, the Agent is hereby authorised on behalf of the relevant Issuer: (a) 5.1.1 to authenticate or arrange for authentication on its behalf (if so instructed by the relevant Issuer) of such Definitive Bearer Note(s)) in accordance with the provisions of this Agreement; and (b) 5.1.2 to deliver such Definitive Bearer Note(s) to or to the order of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency as is specified in the applicable Final Terms Relevant Clearing System either in exchange for such Global Bearer Note or, in the case of a partial exchange, if it exchange (i) where the relevant Global Bearer Note is a CGN, on entering details of any partial exchange of the Global Bearer Note in the relevant space in Schedule Two of such Global Note, or, if it Bearer Note or (ii) where the relevant Global Bearer Note is a New Global NoteNGN, on instructing Euroclear and Clearstream, Luxembourg making the Clearstream to make appropriate entries in their records to reflect such partial exchange; provided that the Agent shall only permit a partial exchange of Notes represented by a Permanent Global Note for Definitive Bearer Notes if the Notes which continue to be represented by such Permanent Global Note are regarded as fungible by Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency with the Definitive Bearer Notes issued in partial exchange therefor. The Agent shall notify the relevant Issuer and the Guarantor forthwith upon receipt of a request for issue of Definitive Bearer Note(s) in accordance with the provisions of a Global Bearer Note (and the aggregate nominal amount of such Temporary Global Bearer Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith). (2) The relevant 5.2 Each Issuer undertakes to deliver to the Agent, pursuant to a request for the issue of Definitive Bearer Notes under the terms of the relevant Global Note, Agent sufficient numbers of executed Definitive Bearer Notes with, if applicable, Coupons and Talons attached, to enable the Agent to comply with its obligations under this Clause 5. (3) Any 5.3 The Agent shall be responsible for any losses incurred by an Issuer as a result of the duties and obligations loss, theft or unauthorised destruction of Notes, including any unissued spare or replacement Notes, whilst those Notes are in the Agent set forth in this Clause 5 may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control possession of the Agent.