Common use of ISSUE OF DEFINITIVE NOTES Clause in Contracts

ISSUE OF DEFINITIVE NOTES. 5.1 Pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note. For this purpose the Agent is hereby authorised on behalf of the Issuer: (a) to prepare, complete and authenticate such Definitive Note(s) in accordance with the provisions of the Trust Deed; and (b) to deliver such Definitive Note(s) to or to the order of Euroclear and/or Clearstream, Luxembourg: (i) in the case of Global Notes which are in CGN form, either in exchange for such Global Note or, in the case of a partial exchange, on entering details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note; or (ii) in the case of Global Notes which are in NGN form, with instructions to Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to record such exchange. The Agent shall notify the Issuer forthwith upon receipt of a request for an issue of Definitive Notes in accordance with the provisions of a Temporary Global Note or a Permanent Global Note, as the case may be (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). 5.2 The Issuer undertakes to deliver to the Agent, pursuant to a request for the issue of Definitive Notes under the terms of the relevant Global Note, sufficient numbers of executed Definitive Notes with, if applicable, Coupons and Talons attached to enable the Agent to comply with its obligations under this Clause 5. 5.3 In the event that Definitive Notes are issued and a Paying Agent informs the Issuer that it is unable to perform its obligations under this Clause 5 or in respect of any other obligation of such Paying Agent under this Agreement, the Issuer shall forthwith appoint an additional agent in accordance with Clause 17 which is able to perform such obligations.

ISSUE OF DEFINITIVE NOTES. 5.1 Pursuant Upon notice from Euroclear or Clearstream, Luxembourg pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global NoteNote (which terms will include obtaining certification for U.S. tax purposes pursuant to U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3) for Notes other than (x) Notes meeting the requirements of U.S. Treasury Regulation Section 1. 163-5(c)(2)(i)(D)(3)(iii) and (y) Notes with a maturity (at issue) of 183 days or less). For this purpose the Agent is hereby authorised on behalf of the Issuer: (a) to prepare, complete and authenticate such Definitive Note(s) in accordance with the provisions of the Trust Deedthis Agreement; and (b) to deliver such Definitive Note(s) to to, or to the order of of, Euroclear and/or Clearstream, Luxembourg: (i) in the case of Global Notes which are in CGN form, Luxembourg either in exchange for such Global Note Notes or, in the case of a partial exchangeexchange of a Temporary Global Note, on entering details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note; or (ii) in . All Definitive Notes must bear the case of Global Notes which are in NGN form, with instructions to Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to record such exchangelegend or legends required under Clause 2.4. The Agent shall notify the Issuer forthwith upon receipt of a request for an issue of a Definitive Note or Definitive Notes in accordance with the provisions of a Temporary Global Note or a Permanent Global Note, as the case may be (be, 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). 5.2 The Issuer undertakes to deliver to, or to the Agentorder of, pursuant to a request for the issue of Definitive Notes under the terms of the relevant Global Note, Agent sufficient numbers of executed Definitive Notes with, if applicable, Receipts, Coupons and Talons attached to enable the Agent to comply with its obligations under this Clause 5Clause. 5.3 In the event that Definitive Notes are issued and a Paying Agent informs the Issuer that it is unable to perform its obligations under this Clause 5 or in respect of any other obligation of such Paying Agent under this Agreement, the Issuer shall forthwith appoint an additional agent in accordance with Clause 17 which is able to perform such obligations.

ISSUE OF DEFINITIVE NOTES. 5.1 Pursuant Upon notice from Euroclear or Clearstream Luxembourg pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent Registrar shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note. For this purpose the Agent Registrar is hereby authorised on behalf of the Issuer: (a) to prepare, complete and authenticate such prepare Definitive Note(s) in accordance with Notes evidencing the provisions Notes by attaching a copy of the Trust Deed; andapplicable Final Terms to copies of the signed Definitive Notes; (b) to deliver such authenticate the Definitive Note(sNotes; (c) to or deliver the Definitive Notes to the order specified common depositary (if the Global Note is not issued under an NSS) or specified common safekeeper (if the Global Note is issued under an NSS) of Euroclear and/or Clearstream, Luxembourg: (i) in Clearstream Luxembourg against surrender of the case of Global Notes which are in CGN form, either in exchange for such relevant Global Note orat the specified office of the Registrar and, in the case of a partial exchange, on entering to deliver the Definitive Notes upon the issuance of a new Global Note representing that portion of the Notes not so exchanged for Definitive Notes (the Registrar to enter in the Register the details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note); or (ii) in the case of Global Notes which are in NGN form, with instructions to Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to record such exchange. The Agent Registrar shall notify the Issuer forthwith upon receipt of a request for an issue of one or more Definitive Notes in accordance with the provisions of a Temporary Global Note or a Permanent Global Note, as the case may be (and the aggregate nominal principal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith). 5.2 The Issuer undertakes to deliver to In connection with the Agent, pursuant to a request for the issue preparation of any Definitive Notes under to be delivered in exchange for a Temporary Global Note or a Permanent Global Note (as the terms case may be), the Agent is hereby authorised on behalf of the relevant Global Note, sufficient numbers of executed Issuer to ensure that the Definitive Notes with, if applicable, Coupons and Talons attached to enable the Agent to comply with its obligations under this Clause 5. 5.3 In the event that Definitive Notes are issued and a Paying Agent informs the Issuer that it is unable to perform its obligations under this Clause 5 or in respect of Notes of each Tranche are assigned, as applicable, different serial numbers which are different from the serial numbers assigned to the Definitive Notes in respect of Notes of any other obligation Tranche of such Paying Agent under this Agreement, the Issuer shall forthwith appoint an additional agent in accordance with Clause 17 which is able to perform such obligationssame Series.

ISSUE OF DEFINITIVE NOTES. 5.1 Pursuant Upon notice from Euroclear or Clearstream Luxembourg pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent Registrar shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note. For this purpose the Agent Registrar is hereby authorised on behalf of the IssuerIssuers: (a) to prepare, complete and authenticate such prepare Definitive Note(s) in accordance with Notes evidencing the provisions Notes by attaching a copy of the Trust Deed; andapplicable Final Terms to copies of the signed Definitive Notes; (b) to deliver such authenticate the Definitive Note(sNotes; (c) to or deliver the Definitive Notes to the order specified common depositary (if the Global Note is not issued under an NSS) or specified common safekeeper (if the Global Note is issued under an NSS) of Euroclear and/or Clearstream, Luxembourg: (i) in Clearstream Luxembourg against surrender of the case of Global Notes which are in CGN form, either in exchange for such relevant Global Note orat the specified office of the Registrar and, in the case of a partial exchange, on entering to deliver the Definitive Notes upon the issuance of a new Global Note representing that portion of the Notes not so exchanged for Definitive Notes (the Registrar to enter in the Register the details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note); or (ii) in the case of Global Notes which are in NGN form, with instructions to Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to record such exchange. The Agent Registrar shall notify the relevant Issuer forthwith upon receipt of a request for an issue of one or more Definitive Notes in accordance with the provisions of a Temporary Global Note or a Permanent Global Note, as the case may be (and the aggregate nominal principal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith). 5.2 The Issuer undertakes to deliver to In connection with the Agent, pursuant to a request for the issue preparation of any Definitive Notes under to be delivered in exchange for a Temporary Global Note or a Permanent Global Note (as the terms case may be), the Agent is hereby authorised on behalf of the relevant Global Note, sufficient numbers of executed Issuers to ensure that the Definitive Notes with, if applicable, Coupons and Talons attached to enable the Agent to comply with its obligations under this Clause 5. 5.3 In the event that Definitive Notes are issued and a Paying Agent informs the Issuer that it is unable to perform its obligations under this Clause 5 or in respect of Notes of each Tranche are assigned, as applicable, different serial numbers which are different from the serial numbers assigned to the Definitive Notes in respect of Notes of any other obligation Tranche of such Paying Agent under this Agreement, the Issuer shall forthwith appoint an additional agent in accordance with Clause 17 which is able to perform such obligationssame Series.

ISSUE OF DEFINITIVE NOTES. 5.1 Pursuant (1) Upon notice from Euroclear, Clearstream or such applicable clearing agency pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, requiring the issue of one or more Definitive Note(s), the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note. For this purpose purpose, the Agent is hereby authorised authorized on behalf of the IssuerCompany: (a) to prepare, complete and authenticate or arrange for authentication on its behalf (if so instructed by the Company) of such Definitive Note(s) in accordance with the provisions of the Trust Deed); and (b) to deliver such Definitive Note(s) to or to the order of Euroclear Euroclear, Clearstream and/or Clearstream, Luxembourg: (i) such other applicable clearing agency as is specified in the case of Global Notes which are in CGN form, related 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 Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note; , or (ii) in the case of Global Notes which are in NGN form, with instructions to if it is a NGN, on Euroclear and Clearstream, Luxembourg to make Clearstream making the appropriate entries in their records to record reflect such exchange; provided that the Agent shall only permit a partial exchange of Notes represented by a Permanent Global Note for Definitive Notes if the Notes which continue to be represented by such Permanent Global Note are regarded as fungible by Euroclear, Clearstream and/or such other applicable clearing agency with the Definitive Notes issued in partial exchange therefor. The Agent shall notify the Issuer Company forthwith upon receipt of a request for an issue of Definitive Notes Note(s) in accordance with the provisions of a Temporary Global Note or a Permanent Global Note, as the case may be (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). 5.2 (2) The Issuer Company undertakes to deliver to the Agent, pursuant to a request for the issue of Definitive Notes under the terms of the relevant Global Note, sufficient numbers of executed Definitive Notes with, if applicable, Coupons and Talons attached to enable the Agent to comply with its obligations under this Clause 5. 5.3 In (3) Any of the event that Definitive Notes are issued duties and a Paying obligations of the Agent informs the Issuer that it is unable to perform its obligations under set forth in this Clause 5 or in may, with the consent of the Company, be delegated by the Agent with respect to a particular Series of any other obligation Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of such Paying Agent under this Agreement, the Issuer shall forthwith appoint an additional agent in accordance with Clause 17 which is able to perform such obligationsAgent.