Common use of ISSUE OF GLOBAL NOTES Clause in Contracts

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.2, following receipt of a faxed copy of a Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum. For this purpose the Principal Paying Agent will on behalf of the Issuer: (a) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (if so specified in the applicable Final Terms) one or more Registered Global Notes, by attaching a copy of the applicable Final Terms to a copy of the signed master Global Note; (b) in the case of the first Tranche or any subsequent tranches of any Series of Notes authenticate (or procure the authentication of) the relevant Global Notes; (c) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note or Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the relevant Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Global Note to the Issuer's order; (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche. 3.2 The Principal Paying Agent shall only be required to perform its obligations under subclause 3.1 if it holds (as applicable) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note or a master Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes or Registered Global Notes, respectively, in accordance with subclause 3.1(a) and clause 4.

ISSUE OF GLOBAL NOTES. 3.1 (1) Subject to subclause 3.2(3) below, following receipt of a faxed copy of a Final Terms Pricing Supplement signed by the Issuer, the Issuer hereby authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar hereby agrees, to take the steps required of it the Agent in the Procedures Memorandum. . (2) For this the purpose of subclause (1), the Principal Paying Agent will will, inter alia, on behalf of the Issuer: (a) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (if so specified in the applicable Final Terms) one or more Registered Global Notes, by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the signed master Temporary Global Note; (b) in the case of the first Tranche or any subsequent tranches of any Series of Notes authenticate (or procure the authentication of) the relevant such Temporary Global NotesNote; (c) deliver the such Temporary Bearer Global Note and/or Permanent Bearer Global Note or Registered Global Note to the specified common depositary for of Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that it such common depositary is holding the relevant Temporary Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (iA) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the such Temporary Global Note to the Principal Paying Agent's distribution account account, and (iiB) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the such Temporary Global Note to the Issuer's order;; and (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the applicable Distribution Compliance Period in respect of the such Tranche. 3.2 (3) The Principal Paying Agent shall only be required to perform its obligations under subclause 3.1 (1) above if it holds holds: (as applicablea) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note or a master Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes or Registered Global Notes, respectively, in accordance with subclause 3.1(a(2); and (b) and a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with clause 44 below.

ISSUE OF GLOBAL NOTES. 3.1 (1) Subject to subclause 3.2(3) below, following receipt of a faxed copy of a the applicable Final Terms signed by the Issuer, the Issuer hereby authorises the Principal Paying Agent Agent, and the Registrar and each of the Principal Paying Agent and the Registrar hereby agrees, to take the steps required of it the Agent in the Procedures Memorandum. . (2) For this the purpose of subclause (1), the Principal Paying Agent will will, inter alia, on behalf of the Issuer: (a) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (if so specified in the applicable Final Terms) one or more Registered Global Notes, by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Note; (b) in the case of the first Tranche or any subsequent tranches of any Series of Notes authenticate (or procure the authentication of) the relevant such Temporary Global NotesNote; (c) deliver the such Temporary Bearer Global Note and/or Permanent Bearer Global Note or Registered Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the relevant Global Note in safe custody for the account of Euroclear and Clearstreamand, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a nonTemporary Global Note which is a Eurosystem-syndicated basiseligible NGN, to credit instruct the Notes represented by common safekeeper to effectuate the Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Global Note to the Issuer's ordersame; (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the applicable Distribution Compliance Period of such Tranche; and (e) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in respect their records to reflect the initial outstanding aggregate principal amount of the Trancherelevant Tranche of Notes. 3.2 (3) The Principal Paying Agent shall only be required to perform its obligations under subclause 3.1 (1) above if it holds holds: (as applicablea) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note or a master Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes or Registered Global Notes, respectively, in accordance with subclause 3.1(a(2); and (b) a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with clause 4 below; and (c) signed copies of the applicable Final Terms. (4) Where the Agent delivers any authenticated Global Note to a common safekeeper for effectuation using electronic means, it is authorised and clause 4instructed 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.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.23.2 of this clause, following receipt of a faxed copy of a the relevant Final Terms signed by the Issuer, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to will take the steps required of it the Agent in the Procedures Memorandum. For this purpose the Principal Paying Agent will on behalf is hereby authorised in the name of the Issuer: (a) to prepare and complete a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (if so specified in the applicable Final Terms) one or more Registered a Permanent Global NotesNote by, by inter alia, attaching a copy of the applicable Final Terms to a copy of the signed master Global Note; (b) in the case of the first Tranche or any subsequent tranches of any Series of Notes to authenticate (or procure the authentication of) the relevant such Global NotesNote; (c) in accordance with the applicable Final Terms to deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note or Registered such Global Note to the specified common depositary for of Euroclear and and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that it such common depositary is holding the relevant Global Note in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg in accordance with each system’s rules, regulations and operating procedures and to instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) ), in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the such Global Note to the Principal Paying Agent's ’s distribution account account, and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the such Global Note to the Issuer's ’s order;; and (d) ensure to ensure, where necessary, that the Notes of each subsequent Tranche of a Series are assignedinitially assigned a temporary ISIN and common code by Euroclear and Clearstream, as applicableLuxembourg or a Fondscode by the Securities Clearing Corporation of LCH Clearnet S.A., security numbers (including, but not limited to, common codes and ISINs) Amsterdam Branch which are different from the security numbers ISIN, common code and/or Fondscode assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the TrancheSeries. 3.2 The Principal Paying Agent shall only be required to perform its obligations under subclause 3.1 if it holds (as applicable) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note or a master Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf in the name of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer the relevant Global Notes and Permanent Bearer Global Notes or Registered Global Notes, respectively, Note in accordance with subclause 3.1(aparagraph (a) of that subclause; and 3.3 The Agent will provide Euroclear, Clearstream, Luxembourg with the notifications, instructions or other information to be given by the Agent to Euroclear, Clearstream, Luxembourg in accordance with, and clause 4at the times provided in, the respective rules, regulations and operating procedures of such systems.

ISSUE OF GLOBAL NOTES. 3.1 (1) Subject to subclause 3.2(5) below, following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy or emailed copy of a the Final Terms signed by the Issuerrelevant Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy of the Subscription Agreement, the relevant Issuer hereby authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, hereby agrees to take the steps required of it in the Procedures Memorandum. . (2) For this the purpose of subclause 3(1) the Principal Paying Agent will will, inter alia, on behalf of the relevant Issuer, if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes on issue: (a) prepare and complete a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (if so specified in the applicable Final Terms) one or more Registered Global Notes, by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note; (b) authenticate such Temporary Bearer Global Note in accordance with the case provisions of the first Tranche or any subsequent tranches of any Series of Notes authenticate (or procure the authentication of) the relevant Global NotesTrust Deed; (c) deliver the such Temporary Bearer Global Note and/or Permanent Bearer Global Note or Registered Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and and/or Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same, against receipt from such common depositary (where the Agent is not the specified common depositary) or, as the case may be, the common depositary safekeeper, of confirmation that it such common depositary or, as the case may be, the common safekeeper, is holding the relevant Temporary Bearer Global Note in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg and will instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the relevant Issuer (i) in the case of an issue of Notes issued on not subscribed pursuant to a non-syndicated basisSubscription Agreement, to credit the Notes represented by the such Temporary Bearer Global Note to the Principal Paying Agent's ’s distribution account account, and (ii) in the case of Notes issued on subscribed pursuant to a syndicated basisSubscription Agreement, to hold the Notes represented by the such Temporary Bearer Global Note to the relevant Issuer's ’s order; (d) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of such Tranche as notified by the Agent to the relevant Dealer; and (e) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes. (3) For the purpose of subclause 3(1) the Agent will, inter alia, on behalf of the relevant Issuer, if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue: (a) prepare and complete a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note; (b) authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust Deed; (c) in the case of the first Tranche of any Series, deliver such Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same, against receipt from such common depositary (where the Agent is not the specified common depositary) or, as the case may be, the common safekeeper, of confirmation that such common depositary or, as the case may be, the common safekeeper, is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and/or Clearstream, and will instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to a Subscription Agreement, to credit the Notes represented by such Permanent Bearer Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes represented by such Permanent Bearer Global Note to the relevant Issuer’s order; (d) if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; (e) in any other case attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear and/or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the relevant Issuer (i) in the case of an issue of Notes represented by such Permanent Bearer Global Note, to credit the Notes represented by such Permanent Bearer Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes subject to the applicable Final Terms to the relevant Issuer’s order or, in a case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and (f) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of such Tranche as notified by the Agent to the relevant Dealer. (4) For the purpose of subclause 3(1), the Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer, if specified in the applicable Final Terms that a Registered Global Note will represent the Note on issue: (a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note; (b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note; (c) (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and (d) (in the case of the Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (includingincluding (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche. 3.2 The Principal Paying (5) Each of the Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 this Clause 3 if it holds holds: (as applicablea) a master Temporary Bearer Global Note in a form from time to time agreed between the relevant Issuer and the Trustee duly executed by a person or persons authorised to execute the same on behalf of the relevant Issuer and which may be used by the Agent for the purpose of preparing a Temporary Bearer Global Note in accordance with subclause 3(2) and Clause 4 below; (b) a master Permanent Bearer Global Note in a form from time to time agreed between the relevant Issuer and the Trustee duly executed by a person or persons authorised to execute the same on behalf of the relevant Issuer and which may be used by the Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3(3) and Clause 4 below; (c) a master Registered Global Note, each Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent Registrar for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes or Registered Global Notes, respectively, Note in accordance with subclause 3.1(a3(4); and (d) signed copies of the applicable Final Terms. (6) Where the Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and clause 4instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject to subclause 3.23.5, following receipt of a faxed copy of a the applicable Final Terms signed by the IssuerIssuer and the Guarantor, the Issuer authorises the Issuing and Principal Paying Agent and the Registrar and each of the Issuing and Principal Paying Agent and the Registrar agreesagree, to take the steps required of it them in the Procedures Memorandum. . 3.2 For this the purpose of subclause 3.1, the Issuing and Principal Paying Agent will on behalf of the IssuerIssuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes: (a) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (if so specified in the applicable Final Terms) one or more Registered Global Notes, by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note; (b) in authenticate the case of the first Tranche or any subsequent tranches of any Series of Notes authenticate (or procure the authentication of) the relevant Temporary Bearer Global NotesNote; (c) deliver on or prior to the original issue date of the Tranche the Temporary Bearer Global Note and/or Permanent Bearer Global Note or Registered Global Note to the specified common depositary for Euroclear and and/or Clearstream, Luxembourg and, against receipt from the common depositary of confirmation that it is holding the relevant Temporary Bearer Global Note in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg and Luxembourg, instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Issuing and Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Temporary Bearer Global Note to the Issuing and Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Temporary Bearer Global Note to the Issuer's order;; and (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period distribution compliance period in respect of the Tranche. 3.2 The 3.3 For the purpose of subclause 3.1, the Issuing and Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:‌ (a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note; (c) in the case of the first Tranche of any Series of Notes, deliver on or prior to the original issue date of the Tranche the Permanent Bearer Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg, and against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg, instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Issuing and Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note to the Issuing and Principal Paying Agent's account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Permanent Bearer Global Note to the Issuer's order; (d) in the case of a subsequent Tranche of any Series of Notes, deliver a copy of the applicable Final Terms to the specified common depositary of Euroclear and/or Clearstream Luxembourg for attachment to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Issuing and Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject of the applicable Final Terms to the Issuing and Principal Paying Agent's account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's order; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the distribution compliance period in respect of the Tranche. 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue: (a) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Registered Global Note; (b) authenticate the Registered Global Note; (c) deliver the Registered Global Note to the specified common depositary for Euroclear and/or Clearstream, Luxembourg and, against receipt from the common depositary of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg, instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer's order; and (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the distribution compliance period in respect of the Tranche.‌‌ 3.5 Each of the Issuing and Principal Paying Agent and the Registrar shall only be required to perform its obligations under subclause 3.1 if it holds holds: (as applicablea) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note or a master Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Issuing and Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes or Registered Global Notes, respectively, in accordance with subclause 3.1(a) this clause 3 and clause 4; (b) a master Registered Global Note, duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with this clause 3 and clause 4; and (c) signed copies of the applicable Final Terms. 3.6 The Issuer undertakes to ensure that each of the Issuing and Principal Paying Agent and the Registrar receives copies of each document specified in subclause 3.5 in a timely manner.‌

ISSUE OF GLOBAL NOTES. 3.1 Each Global Note and each Definitive Note shall be signed manually or in facsimile on behalf of the Issuer by one member of the board of directors of the Issuer who at the time of the issue of the Note is in office or manually by any authorised signatory pursuant to a power of attorney issued by the board of directors of the Issuer and duly filed with the Luxembourg trade and companies register. 3.2 Subject to subclause 3.23.4, following receipt by the Paying Agent of a faxed or e-mailed scanned copy of a Final Terms signed by the Issuerapplicable Conditions, the Issuer authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required by it to fulfil its duties set forth herein. 3.3 For the purpose of it in subclause 3.1, the Procedures Memorandum. For this purpose the Principal Paying Agent will on behalf of the Issuer: (a) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) and a Permanent Bearer Global Note or (if so specified in the applicable Final Terms) one or more Registered Global Notes, by attaching a copy of the applicable Final Terms Conditions to a copy of the signed master relevant Global Note; (b) in authenticate the case of the first Tranche or any subsequent tranches of any Series of Notes authenticate (or procure the authentication of) the relevant Global Notes; (c) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note or Registered Global Note Notes to the specified common depositary Common Depositary for Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the relevant Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Global Note to the Issuer's orderLuxembourg; (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs); (e) which deliver the applicable Conditions to the specified Common Depositary for attachment to the Global Note; and (f) ensure that the Notes are different from the assigned, as applicable, security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche(including, but not limited to, common codes and ISINs). 3.2 3.4 The Principal Paying Agent shall only be required to perform its obligations under subclause 3.1 this Clause 3 if it holds holds: (as applicablea) a master Temporary Bearer the Global Note and a master Permanent Bearer Global Note or a master Registered Global Note, each Notes duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by ; and (b) copies of the Principal applicable Conditions. 3.5 The Issuer undertakes to ensure that the Paying Agent receives copies of each document specified in subclause 3.4 in a timely manner. 3.6 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes or Registered Global Notes, respectively, Note in accordance with subclause 3.1(a) and clause 4the terms of the Temporary Global Note.

ISSUE OF GLOBAL NOTES. 3.1 (1) Subject to subclause 3.2(3) below, following receipt of a faxed copy of a Final Terms Pricing Supplement signed by the Issuer, the Issuer hereby authorises the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar hereby agrees, to take the steps required of it the Agent in the Procedures Memorandum. . (2) For this the purpose of subclause (1), the Principal Paying Agent will will, inter alia, on behalf of the Issuer: (a) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (if so specified in the applicable Final Terms) one or more Registered Global Notes, by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the signed master Temporary Global Note; (b) in the case of the first Tranche or any subsequent tranches of any Series of Notes authenticate (or procure the authentication of) the relevant such Temporary Global NotesNote; (c) deliver the such Temporary Bearer Global Note and/or Permanent Bearer Global Note or Registered Global Note to the specified common depositary for of Euroclear and Clearstream, Luxembourg Cedelbank against receipt from the common depositary of confirmation that it such common depositary is holding the relevant Temporary Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg Cedelbank and instruct Euroclear or Clearstream, Luxembourg Cedelbank or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (iA) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the such Temporary Global Note to the Principal Paying Agent's distribution account account, and (iiB) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the such Temporary Global Note to the Issuer's order;; and (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the applicable Distribution Compliance Period in respect of the such Tranche. 3.2 (3) The Principal Paying Agent shall only be required to perform its obligations under subclause 3.1 (1) above if it holds holds: (as applicablea) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note or a master Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes or Registered Global Notes, respectively, in accordance with subclause 3.1(a(2); and (b) and a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with clause 44 below.

ISSUE OF GLOBAL NOTES. 3.1 Subject (1) The Company may specify that the Notes are to subclause 3.2, following receipt be issued in whole or in part as one or more Global Notes registered in the name of a faxed copy of a Final Terms signed Depository, or its nominee, designated by the IssuerCompany in a written direction of the Company delivered to the Trustee at the time of issue of such Notes, and in such event the Issuer authorises the Principal Paying Agent Company shall execute and the Registrar Note shall certify and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum. For this purpose the Principal Paying Agent will on behalf of the Issuerdeliver one or more Global Notes that shall: (aA) prepare a Temporary Bearer Global Note and/or (if so specified in represent an aggregate amount equal to the applicable Final Terms) a Permanent Bearer Global Note or (if so specified in principal amount of the applicable Final Terms) outstanding Notes to be represented by one or more Registered Global Notes, by attaching a copy of the applicable Final Terms to a copy of the signed master Global Note; (b) in the case of the first Tranche or any subsequent tranches of any Series of Notes authenticate (or procure the authentication of) the relevant Global Notes; (cB) deliver be delivered by the Temporary Bearer Trustee to such Depository or pursuant to such Depository's instructions; and (C) bear a legend substantially to the following effect: "THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR NOTES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL NOTE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE." (2) Each Depository designated for a Global Note and/or Permanent Bearer Global Note must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or Registered Global Note to designated under the specified common depositary for Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the relevant Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Global Note to the Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Global Note to the Issuer's order; (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche securities legislation of the same Series until at least expiry of jurisdiction where the Distribution Compliance Period in respect of the TrancheDepository has its principal offices. 3.2 The Principal Paying Agent shall only be required to perform its obligations under subclause 3.1 if it holds (as applicable) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note or a master Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes or Registered Global Notes, respectively, in accordance with subclause 3.1(a) and clause 4.