Common use of Issue of Notes Clause in Contracts

Issue of Notes. 3.1 Each Note issued hereunder shall: (a) be substantially in one of the forms set out in Schedule 3 to this Agreement or, as the case may be, such other form as may be agreed between the Issuer and the Agent; (b) be executed manually on behalf of the Issuer; and (c) be manually authenticated by an authorised signatory of the Issue and Paying Agent or, in the case of Xxxxxxxx Notes, two authorised signatories of the Issue and Paying Agent. 3.2 The Issuer shall procure that a sufficient quantity of executed but unauthenticated (and, if applicable, uneffectuated) Notes are at all times available to the Issue and Paying Agent for the purpose of issue hereunder. The Issue and Paying Agent shall notify the Issuer forthwith on written request of the quantity of Notes which are at the date of such request held by it. 3.3 The Issuer may use the manual signature on any Note of any person who on the date of preparation or printing of such Note was duly authorised to execute such Note on behalf of the Issuer, notwithstanding that at the date of issue of the relevant Note such person may for any reason (including death) no longer be so authorised. The Issuer may change the name of any person whose manual signature is to appear on the Notes to bind the Issuer, by delivering to the Issue and Paying Agent, no later than 30 days before the first date on which there are to be issued Notes in respect of which such manual signature is to be used, a copy of such signature in such form as the Issue and Paying Agent may require. 3.4 The Issuer shall promptly notify the Issue and Paying Agent by telephone of each proposed issue of Notes, to be confirmed by email or any other authenticated method acceptable to the Issue and Paying Agent (such confirmation to be in the form set out in Schedule 1) by 3.00 p.m. (London time) on the relevant Issue Date on the day falling two Business Days prior to the relevant Issue Date or such later time or date as may be agreed between the Issue and Paying Agent and the Issuer, which notice shall also be sent by the Issuer to the relevant Dealer(s) and shall specify: (a) the aggregate face amount of the Notes to be issued; (b) the denomination and currency in which such Notes are to be denominated; (c) the Issue Date and the Maturity Date of such Notes; (d) the amount payable for each such Note; (e) the Yield/Interest Rate; and (f) the Dealer’s name and account number with the clearing system. 3.5 On receipt of the notification referred to in Clause 3.4 the Issue and Paying Agent shall: (a) complete a Global Note or Notes up to the specified total principal amount of the Notes to be issued by inserting the following particulars in the appropriate place on the face of each Note: (i) the specified currency, the denomination, the principal amount, the serial number and the clearing system security codes thereof; (ii) the Issue Date; (iii) the Maturity Date; (iv) (A) in case of fixed rate interest bearing Notes only, the fixed rate of interest and the Interest Payment Dates;

Issue of Notes. 3.1 Each Note issued hereunder shall: (a) shall be substantially in one of the forms set out in Schedule 3 to this Agreement relevant form scheduled hereto or, as the case may be, such other form as may be agreed between the Issuer and the Issuing and Paying Agent;. Each such Note shall be issued by the Issuer to one or more Dealers for the sole purpose of re-sale by such Dealer(s) under the CCFF established by the Bank of England and Her Majesty’s Treasury. A41558879 (b) 3.2 Each Note shall be duly executed manually either manually, electronically or in facsimile on behalf of the Issuer; and (c) be Issuer and authenticated manually authenticated or electronically by an authorised signatory of the Issue and Paying Agent or, in the case of Xxxxxxxx Notes, two or authorised signatories of the Issue Issuing and Paying Agent. 3.2 3.3 The Issuer shall procure that a sufficient quantity of executed but unauthenticated (and, if applicable, uneffectuated) master Global Notes are at all times available to the Issue Issuing and Paying Agent for the purpose of issue hereunder. The Issue under this Agreement. 3.2 Execution electronically or in facsimile of any Notes and Paying Agent shall notify any copying or other duplication of any master Global Note (in authenticated form, but executed manually on behalf of the Issuer forthwith on written request of as stated above) shall be binding upon the quantity of Issuer in the same manner as if such Notes which are at the date of were signed manually by such request held by itsignatories as set out in Clause ‎3. 3.3 The Issuer may use the manual or electronic or facsimile signature on any Note of any person who on the date of preparation or printing of such Note was duly authorised to execute such Note on behalf of the Issuer, notwithstanding that at the date of issue of the relevant Note such person may for any reason (including death) no longer be so authorised. The Issuer may change the name of any person whose manual or electronic or facsimile signature is to appear on the Notes to bind the Issuer, by delivering to the Issue Issuing and Paying Agent, no later than 30 15 days before the first date on which there are to be issued Notes in respect of which such manual or electronic or facsimile signature is to be used, a copy of such signature in such form as the Issue Issuing and Paying Agent may require. 3.4 The Issuer shall promptly notify give to the Issue Issuing and Paying Agent by telephone through the Global Programme Reporting system the details of each proposed issue of Notes, any Notes to be confirmed issued by email or any it under this Agreement and all such other authenticated method acceptable to information as the Issue Issuing and Paying Agent (such confirmation may require for it to be in the form set carry out in Schedule 1) its functions as contemplated by 3.00 p.m. this Clause ‎3.4 by not later than 10.00 a.m. (London time) on the relevant Issue Date on the one business day falling two Business Days in London prior to the relevant proposed Issue Date (or such later time or date as may be agreed between the Issue Issuer and the Issuing and Paying Agent) in respect thereof and the Issuing and Paying Agent and the Issuer, which notice shall also thereupon be sent by the Issuer authorised to the relevant Dealer(s) and shall specify: (a) the aggregate face amount of the Notes to be issued; (b) the denomination and currency in which such Notes are to be denominated; (c) the Issue Date and the Maturity Date of such Notes; (d) the amount payable for each such Note; (e) the Yield/Interest Rate; and (f) the Dealer’s name and account number with the clearing system. 3.5 On receipt of the notification referred to in Clause 3.4 the Issue and Paying Agent shall: (a) complete a Global Note or Notes up to the specified total principal amount in respect of the Notes to be issued appropriate aggregate amount by inserting the following particulars in the appropriate place on the face of each Note: Global Note inter alia the dates on which such Note shall be issued and shall mature and otherwise completing the same. In the event the Global Programme Reporting system is unavailable, the Issuer shall give to the Issuing and Paying Agent by email or fax (isubstantially in the form set out in ‎Schedule 2 of this Agreement) the specified currencydetails of any Notes to be issued in accordance with the provisions of this Clause ‎3.4. 3.5 If any such Notes as are mentioned in Clause ‎3.4 are not to be issued on any Issue Date, the denominationIssuer shall immediately notify the Issuing and Paying Agent, and in any event no later than 4.00 p.m. (London time) one business day in London prior to the proposed Issue Date. Upon receipt of such notice the Issuing and Paying Agent shall not thereafter issue or release the relevant Notes, but shall cancel and destroy them. 3.6 Each Note credited to the Issuing and Paying Agent’s distribution account with the relevant Clearing System(s) following the delivery of the Notes to the Common Depositary shall be held to the order of the Issuer pending delivery to the relevant Dealer in accordance with the normal procedures of the relevant Clearing System(s). The Issuing and Paying Agent shall, in the case of a delivery versus payment settlement, arrange for the transfer of the proceeds of issue to the Issuer to the account specified in, and in accordance with the standing settlement instructions set out in, Schedule 3 to this Agreement. The Issuer shall notify the Issuing and Paying Agent of any changes to the account details and standing A41558879 settlement instructions in Schedule 3 to this Agreement at least three business days in London prior to any Issue Date. 3.7 If on the relevant Issue Date the relevant Dealer does not, for a delivery versus payment settlement, pay the purchase price due from it in respect of any Note (the “Defaulted Note”) and, as a result, the principal amountDefaulted Note remains in the Issuing and Paying Agent’s distribution account with Euroclear or Clearstream, Luxembourg after such Issue Date, the serial number Issuing and Paying Agent will continue to hold the clearing system security codes thereof; (ii) Defaulted Note to the order of the Issuer. Unless the Issuer instructs otherwise, if the purchase price in respect of the Defaulted Note has not been paid by close of business on the second business day in London following the Issue Date;, the Issuer hereby instructs the Issuing and Paying Agent to cancel the Defaulted Note and the Issuing and Paying Agent shall, as soon as reasonably practicable thereafter, confirm cancellation of the Defaulted Note to the Issuer. 3.8 If the Issuing and Paying Agent pays an amount (iiithe “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been, or will be, received from the relevant Dealer and if the Payment has not been or is not received by the Issuing and Paying Agent on the date the Issuing and Paying Agent pays the Issuer, the Issuing and Paying Agent shall promptly inform the relevant Dealer and request such Dealer to make good the Payment, failing which the Issuer shall, upon being requested to do so by the Issuing and Paying Agent, repay to the Issuing and Paying Agent the Advance and pay interest on the Advance from (and including) the Maturity Date; date of the Advance to (ivbut excluding) (A) in case the earlier of fixed repayment of the Advance or receipt by the Issuing and Paying Agent of the Payment at a rate interest bearing Notes onlyquoted at that time by the Issuing and Paying Agent as its costs of funding the Advance. For the avoidance of doubt, the fixed rate Issuing and Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation, in its sole discretion, that it is to receive the Payment from the relevant Dealer. 3.9 The Issuer hereby authorises and instructs the Issuing and Paying Agent to complete, authenticate and deliver on its behalf Definitive Notes in accordance with the terms of interest any Global Note presented to the Issuing and Paying Agent for exchange in whole (but not in part only). 3.10 The Issuer will promptly notify the Interest Payment Dates;Issuing and Paying Agent of the appointment, resignation or termination of the appointment of any Dealer. 3.11 The Issuer will give at least 10 days’ prior written notice to the Issuing and Paying Agent of any increase in the Maximum Amount.

Issue of Notes. 3.1 Each Note issued hereunder shall: (a) shall be substantially in one of the forms set out in Schedule 3 to this Agreement relevant form scheduled hereto or, as the case may be, such other form as may be agreed between the relevant Issuer and the Agent; (b) Agent from time to time and shall be duly executed either manually or in facsimile on behalf of the Issuer; and (c) be manually relevant Issuer and authenticated by an authorised signatory or signatories of the Issue Agent and Paying Agent or, in the case of Xxxxxxxx Notesa New Global Note, two authorised signatories be effectuated manually by or on behalf of the Issue and Paying Agent. 3.2 The Common Safekeeper. Each relevant Issuer shall procure that a sufficient quantity of executed but unauthenticated (and, if applicable, uneffectuated) blank Notes are is at all times available to the Issue and Paying Agent for the purpose of issue hereunder. The Issue and Paying Agent shall notify the Issuer forthwith on written request of the quantity of Notes which are at the date of such request held by itunder this Agreement. 3.3 3.2 The relevant Issuer may use shall give to the manual signature on any Note Agent by fax or email or through the CitiDirect for Securities IPA system details of any person who on the date of preparation or printing of such Note was duly authorised to execute such Note on behalf of the Issuer, notwithstanding that at the date of issue of the relevant Note such person may for any reason (including death) no longer be so authorised. The Issuer may change the name of any person whose manual signature is to appear on the Notes to bind the Issuer, by delivering to the Issue and Paying Agent, no later than 30 days before the first date on which there are to be issued Notes in respect of which by it under this Agreement and all such manual signature is to be used, a copy of such signature in such form other information as the Issue and Paying Agent may require. 3.4 The Issuer shall promptly notify the Issue and Paying Agent require for it to carry out its functions as contemplated by telephone of each proposed issue of Notesthis Clause, to be confirmed by email or any other authenticated method acceptable to the Issue and Paying Agent (such confirmation to be in the form set out in Schedule 1) by 3.00 not later than 4.00 p.m. (London time) on the relevant Issue Date on the day falling two Business Days prior to the relevant Issue Date proposed issue date (or such later time or date as may be agreed between the Issue and Paying Agent relevant Issuer and the Issuer, which notice Agent) in respect thereof and the Agent shall also thereupon be sent by the Issuer authorised to the relevant Dealer(s) and shall specify: (a) the aggregate face amount complete Notes of the Notes to be issued; appropriate aggregate amount and/or (bas the case may be) the denomination and currency in which such Notes are to be denominated; (c) the Issue Date and the Maturity Date of such Notes; (d) the amount payable for each such Note; (e) the Yield/Interest Rate; and (f) the Dealer’s name and account number with the clearing system. 3.5 On receipt of the notification referred to in Clause 3.4 the Issue and Paying Agent shall: (a) complete a Global Note or Notes up to the specified total principal amount of the Notes to be issued by inserting the following particulars in the appropriate place on the face of each Note:Note inter alia the dates on which such Note shall be issued and shall mature and otherwise completing the same. (i) the specified currency3.3 If any such Notes as are mentioned in Clause 3.2 are not to be issued on any issue date, the denominationrelevant Issuer shall notify the Agent immediately, and in any event no later than 4.00 p.m. (London time) one Business Day prior to the principal amountproposed issue date. Upon receipt of such notice the Agent shall not thereafter issue or release the relevant Notes, but shall cancel and destroy them. 3.4 The Agent shall, upon notification by telephone, fax or email from the serial number Dealer who has arranged to purchase Notes from the relevant Issuer, such notification to be received in sufficient time to enable delivery to be made as contemplated herein and in any event no later than 10.00 a.m. (London time) one Business Day prior to the proposed issue date or such later time or date as may be agreed between the Agent and the clearing system security codes thereof; relevant Dealer, that payment by it to the relevant Issuer of the purchase price of any Note has been or will be duly made against delivery of such Notes and (iiif applicable) of details of the Issue Date; securities account hereinafter referred to deliver such Note on the Business Day immediately preceding its issue date (iiiunless specified otherwise) the Maturity Date; (iv) to (A) save in the case of fixed rate interest bearing a Global Note which is a Classic Global Note, a common depositary for Euroclear and Clearstream, Luxembourg and/or such other recognised clearing system as may be agreed from time to time between the relevant Issuer and the Agent or (B) in the case of a Global Note which is a New Global Note, as the case may be, to the Common Safekeeper, together with instructions to effectuate the same, for credit on the issue date of such Note to such securities account as shall have been notified to it or if no such details are given make the same available on its issue date for collection at its specified office in London. 3.5 The Agent shall (if applicable) give instructions to the relevant Clearing System to credit the Notes onlyto the Agent's distribution account and, in the case of a New Global Note, the fixed rate Agent shall instruct the Common Safekeeper to effectuate the New Global Note (provided that, if the Agent is the Common Safekeeper, the Agent shall effectuate the Global Note). Each Note credited to the Agent's distribution account with the relevant Clearing System following the delivery of the Notes in accordance with Clause 3.4 above shall be held to the order of the relevant Issuer pending delivery to the relevant Dealer on a delivery against payment basis in accordance with the normal procedures of the relevant Clearing System. The Agent shall on the issue date and against receipt of funds from the relevant Dealer transfer the proceeds of issue to the relevant Issuer to the relevant account notified by the relevant Issuer to the Agent in accordance with Clause 3.2 above. 3.6 If on the issue date the relevant Dealer does not pay the subscription price due from it in respect of any Note (the "Defaulted Note") and as a result the Defaulted Note remains in the Agent's distribution account with the relevant Clearing System after the issue date (rather than being credited to the Dealer's Account against payment), the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. 3.7 If the Agent pays an amount (the "Advance") to the relevant Issuer on the basis that a payment (the "Payment") has been, or will be, received from the relevant Dealer and if the Payment has not been or is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall promptly inform the relevant Dealer and request that Dealer to make good the Payment, failing which the relevant Issuer shall, upon being requested to do so, repay to the Agent the Advance and pay interest (on the basis of the aggregate of 1 per cent. per annum and the Interest Payment Dates;Agent's cost of funding, as determined by the Agent in its sole discretion) on the Advance until the earlier of repayment in full of the Advance and receipt in full by the Agent of the Payment. 3.8 As soon as practicable after the date of issue of any Notes, the Agent shall deliver to the relevant Issuer particulars of (a) the number and aggregate principal amount of the Notes completed, authenticated and delivered by it, or made available by it for collection, on such date, (b) the issue date and the maturity date of such Notes and (c) the series and serial numbers of all such Notes if requested. 3.9 Each Issuer hereby authorises and instructs the Agent to make all necessary notifications to and filings with the Bank of England, the Japanese Ministry of Finance (in respect of Yen Notes) and the relevant Swiss authorities (in respect of Swiss Franc Notes). 3.10 Each Issuer hereby authorises and instructs the Agent to complete, authenticate and deliver on its behalf Definitive Notes in accordance with the terms of any Global Note presented to the Agent for exchange in whole (but not in part only) and in the case of exchange in whole of a New Global Note for Definitive Notes instruct the ICSDs to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged, cancel or procure the cancellation of the Global Note and instruct the Common Safekeeper to destroy the Global Note. 3.11 The Issuers will give at least 10 days prior written notice to the Agent of a change in the Maximum Amount of Notes which may be issued under the Dealer Agreement. 3.12 The Issuers will promptly notify the Agent in writing of the appointment, resignation or termination of the appointment of any Dealer. If the notification is in respect of a new dealer appointment, the Issuers will notify the Agent two business days prior to the new issue. 3.13 Each Issuer hereby authorises and instructs the Agent to elect an ICSD to be Common Safekeeper for each issue of a New Global Note in relation to which one of the ICSDs must be Common Safekeeper. From time to time, the Issuers and the Agent may agree to vary this election. Each Issuer acknowledges that in connection with the election of either of the ICSDs as Common Safekeeper any such election is subject to the right of the ICSDs to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it.

Issue of Notes. 3.1 Each Note issued hereunder shall: (a) shall be substantially in one of the forms form set out in Schedule 3 1 (or, in the case only of Notes issued pursuant to Clause 3.9, Schedule 2) to this Agreement or, as the case may be, in such other form as may be agreed between the Issuer and the Agent; (b) Issue Agent from time to time and shall be duly executed either manually or in facsimile on behalf of the Issuer; and (c) be manually Issuer and authenticated by an authorised signatory of the Issue and Paying Agent or, in the case of Xxxxxxxx Notes, two authorised signatories of the Issue and Paying Agent. 3.2 . The Issuer shall procure that a sufficient quantity of executed but unauthenticated (and, if applicable, uneffectuated) blank Notes are is at all times available to the Issue and Paying Agent for the purpose of issue hereunder. The Issue and Paying Agent Notes issued hereunder shall notify the Issuer forthwith on written request of the quantity of Notes which are at the date of such request held by itbe issued initially in global form. 3.3 3.2 The Issuer may use and shall be bound by the manual signature on any Note facsimile signatures of any person the persons who on the date of preparation or printing of such any Note was were duly authorised to execute such Note on behalf of the Issuer, notwithstanding that at the date of issue of the relevant such Note any such person may for any reason (including death) no longer cease to be so authorisedauthorised and any Note so executed and authenticated shall upon issue nevertheless be valid, binding and enforceable obligations of the Issuer unless the Issuer has notified any change to the Issue Agent. The Issuer may change the name of any the person whose manual facsimile signature is to appear be used on the Notes any Note to bind the Issuer, Issuer by delivering to the Issue and Paying Agent, no later than 30 5 days before the first date on which there are is to be issued Notes any Note in respect of which such manual facsimile signature is to be used, a copy of such signature in such form as the Issue and Paying Agent may require. 3.4 3.3 The Issuer shall promptly notify the Issue and Paying Agent by telephone of each proposed issue of Notes, to be confirmed by email or any other authenticated method acceptable give to the Issue and Paying Agent (such confirmation by facsimile transmission or through the CitiDirect IPA settlement system details of any Notes to be in issued by it under this Agreement (other than any Note to be issued pursuant to Clause 3.9) and the form set out in Schedule 1) account of the Issuer to which payment of the proceeds of issue should be made by not later than 3.00 p.m. (London time) on the relevant second Business Day preceding the proposed Issue Date on the day falling two Business Days prior to the relevant Issue Date (or such later time or date as may subsequently be agreed between the Issuer and the Issue Agent) in respect thereof and Paying the Issue Agent shall thereupon be authorised to complete a Global Note of the appropriate aggregate principal amount by inserting in the appropriate place on 3.4 If any such Notes as are mentioned in Clause 3.3 are not to be issued on any proposed Issue Date, the Issuer shall immediately notify the Issue Agent. Upon receipt of such notice the Issue Agent shall not thereafter issue or release the relevant Notes, but shall cancel and destroy them. 3.5 The Issue Agent shall, in accordance with the instructions of the Issuer, which notice deliver each duly authenticated Global Note on the Business Day immediately preceding its Issue Date to a depositary in London for Euroclear and/or Clearstream, Luxembourg on a delivery against payment basis. 3.6 In respect of all Global Notes delivered to depositaries in accordance with Clause 3.5, instructions shall also be sent given to Euroclear or Clearstream, Luxembourg to credit the underlying Notes represented by the Issuer relevant Global Notes to the Issue Agent’s distribution account. Each Note so credited to the Issue Agent’s distribution account with Euroclear or Clearstream, Luxembourg shall be held to the order of the Issuer. If on the relevant Dealer(sIssue Date the relevant Dealer does not pay the purchase price due from it in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Issue Agent’s distribution account with Euroclear or Clearstream, Luxembourg after such Issue Date, the Issue Agent will continue to hold the Defaulted Note to the order of the Issuer. If the Defaulted Note is in the Issue Agent’s distribution account with Euroclear or Clearstream, Luxembourg on the date when payment in respect of such Note is made (and it shall be treated as being in such an account unless the Issue Agent has received specific instructions to transfer it to the account of another account holder of Euroclear or Clearstream, Luxembourg) the Issue Agent shall pay to the Issuer the amount received by the Issue Agent from Euroclear or Clearstream, Luxembourg (or credited to a cash account of the Issue Agent with Euroclear or Clearstream, Luxembourg) in respect of such a Note. 3.7 If, and to the extent that, the Issue Agent pays an amount equal to the anticipated proceeds of Notes issued (the “Advance”) to the Issuer on the basis that a payment of such proceeds (the “Payment”) has been, or will be, received from a Dealer and if the Payment has not been or is not received by the Issue Agent on the date the Issue Agent pays the Advance to the Issuer, the Issuer shall, upon demand by the Issue Agent, repay the Issue Agent the Advance and shall specify:pay interest at such a rate as the Issue Agent may certify as being the aggregate of the cost of funding any such Advance made by it (as determined by the Issue Agent) until the earlier of repayment in full of the Advance and receipt in full by the Issue Agent of the Payment. 3.8 As soon as practicable after the date of issue of any Notes (aincluding any issue of definitive Notes pursuant to Clause 3.9), the Issue Agent shall deliver to the Issuer and the other Paying Agent particulars of (i) the number and aggregate face principal amount of the Notes to be issued; completed, authenticated and delivered by it, or made available by it for collection, on such date, (b) the denomination and currency in which such Notes are to be denominated; (cii) the Issue Date and the Maturity Date of such Notes; (d) the amount payable for each such Note; (e) the Yield/Interest Rate; and (f) the Dealer’s name and account number with the clearing system. 3.5 On receipt of the notification referred to in Clause 3.4 the Issue and Paying Agent shall: (a) complete a Global Note or Notes up to the specified total principal amount of the Notes to be issued by inserting the following particulars in the appropriate place on the face of each Note: (i) the specified currency, the denomination, the principal amount, the serial number and the clearing system security codes thereof; (ii) the Issue Date; (iii) the Maturity Date; Series and serial numbers of all such Notes, and (iv) (A) all other relevant details of the Notes, in case such format as it shall from time to time agree with the Issuer. 3.9 The Issuer hereby authorises and instructs the Issue Agent to complete, authenticate and deliver on its behalf Definitive Notes in accordance with the terms of fixed rate interest bearing Notes onlyany Global Note presented to either Agent for exchange. 3.10 Within 15 days after the end of each calendar month, the fixed rate Issue Agent shall, if required by the Ministry of interest and Finance of Japan, submit a report in Japanese to the Interest Payment Dates;Ministry of Finance in Japan in respect of Notes denominated in Yen issued during the relevant calendar month. Such report shall be submitted even if no such Notes were issued during such calendar month. Such report shall be consistent with the requirements from time to time of the Ministry of Finance of Japan.

Issue of Notes. 3.1 Each Note issued hereunder shall: (a) shall be substantially in one of the forms set out in Schedule 3 to this Agreement relevant form scheduled hereto or, as the case may be, such other form as may be agreed between the Issuer and the Agent; (b) Issue Agent from time to time and shall be duly executed either manually or in facsimile on behalf of the Issuer; and (c) be manually Issuer and authenticated by an authorised signatory of the Issue and Paying Agent or, in the case of Xxxxxxxx Notes, two authorised or signatories of the Issue and Paying Agent. 3.2 . The Issuer shall procure that a sufficient quantity of executed but unauthenticated (and, if applicable, uneffectuated) blank Notes are is at all times available to the Issue and Paying Agent for the purpose of issue hereunder. The Issue and Paying Agent shall notify the Issuer forthwith on written request of the quantity of Notes which are at the date of such request held by itunder this Agreement. 3.3 3.2 The Issuer may use the manual signature on any Note of any person who on the date of preparation or printing of such Note was duly authorised to execute such Note on behalf of the Issuer, notwithstanding that at the date of issue of the relevant Note such person may for any reason (including death) no longer be so authorised. The Issuer may change the name of any person whose manual signature is to appear on the Notes to bind the Issuer, by delivering shall give to the Issue and Paying Agent, no later than 30 days before Agent by fax or telex or by any other electronic confirmation system as agreed by the first date on parties from time to time (which there are may include any Citibank software system) details of any Notes to be issued Notes in respect of which by it under this Agreement and all such manual signature is to be used, a copy of such signature in such form other information as the Issue and Paying Agent may require.require for it to carry out its functions as contemplated by this clause, by not later than: 3.4 The Issuer shall promptly notify the Issue and Paying Agent by telephone of each proposed issue of Notes, to be confirmed by email or any other authenticated method acceptable to the Issue and Paying Agent (such confirmation to be in the form set out in Schedule 1a) by 3.00 12.30 p.m. (London time) on the relevant Issue Date proposed issue date (in the case of Sterling Notes); or (b) 11.00 a.m. (London time) on the day falling proposed issue date (in the case of euro denominated Notes or US dollar denominated Notes); or (c) in any other case, 3.00 p.m. (London time) two Business Days prior to the proposed issue date, (or such later time or date as may be agreed between the Issuer and the Issue Agent) in respect thereof and the Issue Agent shall thereupon be authorised to complete Notes of the appropriate aggregate principal or nominal amount and/or (as the case may be) a Global Note by inserting in the appropriate place on the face of each Note inter alia the dates on which such Note shall be issued and shall mature and otherwise completing the same. For the purposes of this Clause 3.2, the Issue Agent may, if it considers it appropriate in the circumstances, treat a telephone communication from a person whom such Agent reasonably believes to have been duly authorised by the Issuer as sufficient instructions and authority from the Issuer to act in accordance with the provisions of this Clause 3.2, and the Issuer shall confirm such communication in writing no later than the relevant time referred to above. 3.3 If any such Notes as are mentioned in Clause 3.2 are not to be issued on any issue date, the Issuer shall immediately notify the Issue Date Agent. Upon receipt of such notice the Issue Agent shall not thereafter issue or release the relevant Notes, but shall cancel and destroy them. 3.4 The Issue Agent shall, upon notification by fax or telex or by any other electronic confirmation system as agreed by the parties from time to time (which may include any Citibank software system) from the Dealer who has arranged to purchase Notes from the Issuer, such notification to be received in sufficient time to enable delivery to be made as contemplated herein and in any event no later than: (a) 12.30 p.m. (London time) on the proposed issue date (in the case of Sterling Notes); or (b) 11.00 a.m. (London time) on the proposed issue date (in the case of a Global Note denominated in euro or US dollars); or (c) in any other case, 3.00 p.m. (London time) two Business Days prior to the proposed issue date, Back to Index or such later time or date as may be agreed between the Issue and Paying Agent and the Issuerrelevant Dealer, which notice that payment by it to the Issuer of the purchase price of any Note has been or will be duly made against delivery of such Notes and (if applicable) of details of the securities account hereinafter referred to: (i) if such Note is a Sterling Definitive Note, make the same available on its issue date for collection at its specified office in London; or (ii) if such Note is a Global Note denominated in euro, Sterling or US dollars, deliver such Note on its issue date to the Common Depositary; or (iii) if such Note is a Global Note denominated in any currency other than euro, Sterling or US dollars, deliver such Note on the business day immediately preceding its issue date to the Common Depositary. 3.5 The Issue Agent shall also (if applicable) give instructions to the relevant Clearing System(s) to credit the Notes to the Issue Agent’s distribution account. Each Note credited to the Issue Agent'’s distribution account with a relevant Clearing System following the delivery of the Notes in accordance with Clause 3.4 above shall be sent by held to the order of the Issuer pending delivery to the relevant Dealer on a delivery against payment basis in accordance with the normal procedures of the relevant Clearing System. The Issue Agent shall on the issue date and against receipt of funds from the relevant Dealer transfer the proceeds of issue to the Issuer to the relevant Dealer(saccount notified in accordance with Clause 3.2 above. 3.6 If on the issue date the relevant Dealer does not pay the subscription price due from it in respect of any Note (the “Defaulted Note”) and as a result the Defaulted Note remains in the Issue Agent’s distribution account with the relevant Clearing System after the issue date (rather than being credited to the Dealer’s Account against payment), the Issue Agent will continue to hold the Defaulted Note to the order of the Issuer. 3.7 If the Issue Agent pays an amount (the “Advance”) to the Issuer on the basis that a payment (the “Payment”) has been, or will be, received from the relevant Dealer and if the Payment has not been or is not received by the Issue Agent on the date the Issue Agent pays the Issuer, the Issue Agent shall specify:promptly inform the relevant Dealer and request that Dealer to make good the Payment, failing which the Issuer shall, upon being requested to do so, repay to the Issue Agent the Advance and pay interest (on the basis of the aggregate of one per cent. per annum and the cost of funding) on the Advance until the earlier of repayment in full of the Advance and receipt in full by the Issue Agent of the Payment. 3.8 As soon as practicable after the date of issue of any Notes, the Issue Agent shall deliver to the Issuer and the Principal Paying Agent (who shall thereupon give details to the other Paying Agents) particulars of: (a) the number and aggregate face amount of the Notes to be issued; (b) the denomination and currency in which such Notes are to be denominated; (c) the Issue Date and the Maturity Date of such Notes; (d) the amount payable for each such Note; (e) the Yield/Interest Rate; and (f) the Dealer’s name and account number with the clearing system. 3.5 On receipt of the notification referred to in Clause 3.4 the Issue and Paying Agent shall: (a) complete a Global Note or Notes up to the specified total principal amount of the Notes completed, authenticated and delivered by it, or made available by it for collection, on such date; (b) the issue date and the maturity date of such Notes; and (c) the series and serial numbers of all such Notes. 3.9 The Issuer hereby authorises and instructs the Issue Agent to make all necessary notifications with any relevant central bank or regulatory authority. 3.10 The Issuer hereby authorises and instructs the Issue Agent to complete, authenticate and deliver on its behalf Definitive Notes in accordance with the terms of any Global Note presented to the Issue Agent for exchange in whole (but not in part) only. 3.11 The Issuer will give at least 10 days prior written notice to the Issue Agent of a change in the Maximum Amount of Notes which may be issued by inserting under the following particulars in the appropriate place on the face of each Note:Dealer Agreement. (i) the specified currency, the denomination, the principal amount, the serial number and the clearing system security codes thereof; (ii) 3.12 The Issuer will promptly notify the Issue Date; (iii) Agent of the Maturity Date; (iv) (A) in case appointment, resignation or termination of fixed rate interest bearing Notes only, the fixed rate appointment of interest and the Interest Payment Dates;any Dealer.

Issue of Notes. 3.1 3.1. Each Global Note and Definitive Note issued hereunder shall: (a) shall be issuable only in registered form substantially in one of the forms form set out forth as Annex A and Annex B hereto, respectively, or in Schedule 3 to this Agreement or, as the case may be, such other form as may be agreed between the Issuer and the Agent; (b) Issue Agent from time to time, and shall be duly executed manually either manual1y or in facsimile on behalf of the Issuer; and (c) be manually Issuer and authenticated by an authorised authorized signatory of the Issue and Paying Agent or, in the case of Xxxxxxxx Notes, two authorised or signatories of the Issue Agent. All the Notes to be issued on any issue date which have identical terms and Paying Agent. 3.2 conditions shall be designated as a separate series of Notes. The Issuer shall procure that a sufficient quantity of executed but unauthenticated (and, if applicable, uneffectuated) blank Notes are is at all times available to the Issue and Paying Agent for the purpose of issue hereunder. 3.2. The Issue and Paying Agent shall notify receive from the Issuer forthwith on written request Dealer, by facsimile transmission, electronic transmission or telex, details of the quantity any series of Notes which are at the date of such request held by it. 3.3 The Issuer may use the manual signature on any Note of any person who on the date of preparation or printing of such Note was duly authorised to execute such Note on behalf of the Issuer, notwithstanding that at the date of issue of the relevant Note such person may for any reason (including death) no longer be so authorised. The Issuer may change the name of any person whose manual signature is to appear on the Notes to bind the Issuer, by delivering to the Issue and Paying Agent, no later than 30 days before the first date on which there are to be issued Notes in respect of which by it under this Agreement and all such manual signature is to be used, a copy of such signature in such form other infom1ation as the Issue and Paying Agent may require. 3.4 The Issuer shall promptly notify the Issue and Paying Agent require for it to carry out its functions as "contemplated by telephone of each proposed issue of Notesthis Section 3.2, to be confirmed by email or any other authenticated method acceptable to the Issue and Paying Agent (such confirmation to be in the form set out in Schedule 1) by 3.00 not later than 5:00 p.m. (London time) on the relevant Issue Date on second Business Day preceding the day falling two Business Days prior to the relevant Issue Date proposed issue date for such series (or such later time or date as may subsequently be agreed between the Issue and Paying Agent Dealer and the IssuerIssue Agent). Thereupon, which notice shall also be sent by the Issuer to the relevant Dealer(s) and shall specify: (a) the aggregate face amount of the Notes to be issued; (b) the denomination and currency in which such Notes are to be denominated; (c) the Issue Date and Agent shall be authorized to complete, as the Maturity Date of such Notes; (d) the amount payable for each such Note; (e) the Yield/Interest Rate; and (f) the Dealer’s name and account number with the clearing system. 3.5 On receipt of the notification referred to in Clause 3.4 the Issue and Paying Agent shall: (a) complete case may be, Definitive Notes and/or a Global Note or Notes up to Note, in the specified total appropriate aggregate principal amount of the Notes to be issued amount, by inserting the following particulars in the appropriate place on the face of each Note: (i) the specified currency, inter alia, the denominationdates on which such Note shall be issued and shall mature, and otherwise completing the same. For the purposes of this Section 3.2, the principal amountIssue Agent may, if it considers it appropriate in the circumstances, treat a telephone communication from a person who the Issue Agent reasonably believes to have been duly authorized by a Dealer as sufficient instructions and authority to act in accordance with the provisions of this Section 3.2. 3.3. If any such Notes as are mentioned in Section 3.2 are not to be issued on any issue date, the serial number and Issuer shall, prior to the clearing system security codes thereof; (ii) time such Notes are delivered or made available for collection, notify the Issuer Agent in writing. Upon receipt of such notice, the Issue Date; (iii) Agent sha1lnot thereafter deliver or make available the Maturity Date; (iv) (A) in case of fixed rate interest bearing Notes onlyrelevant Notes, the fixed rate of interest but shall cancel and the Interest Payment Dates;destroy them.

Issue of Notes. 3.1 Each Note issued hereunder shall: (a) shall be substantially in one of the forms set out in Schedule 3 to this Agreement relevant form scheduled hereto or, as the case may be, such other form as may be agreed between the relevant Issuer and the Agent; (b) Agent from time to time and shall be duly executed either manually or in facsimile on behalf of the Issuer; and (c) be manually relevant Issuer and authenticated by an authorised signatory or signatories of the Issue Agent and Paying Agent or, in the case of Xxxxxxxx Notesa New Global Note, two authorised signatories be effectuated manually by or on behalf of the Issue and Paying Agent. 3.2 The Common Safekeeper. Each relevant Issuer shall procure that a sufficient quantity of executed but unauthenticated (and, if applicable, uneffectuated) blank Notes are is at all times available to the Issue and Paying Agent for the purpose of issue hereunder. The Issue and Paying Agent shall notify the Issuer forthwith on written request of the quantity of Notes which are at the date of such request held by itunder this Agreement. 3.3 3.2 The relevant Issuer may use shall give to the manual signature on any Note Agent by fax or email or through the CitiDirect for Securities IPA system details of any person who on the date of preparation or printing of such Note was duly authorised to execute such Note on behalf of the Issuer, notwithstanding that at the date of issue of the relevant Note such person may for any reason (including death) no longer be so authorised. The Issuer may change the name of any person whose manual signature is to appear on the Notes to bind the Issuer, by delivering to the Issue and Paying Agent, no later than 30 days before the first date on which there are to be issued Notes in respect of which by it under this Agreement and all such manual signature is to be used, a copy of such signature in such form other information as the Issue and Paying Agent may require. 3.4 The Issuer shall promptly notify the Issue and Paying Agent require for it to carry out its functions as contemplated by telephone of each proposed issue of Notesthis Clause, to be confirmed by email or any other authenticated method acceptable to the Issue and Paying Agent (such confirmation to be in the form set out in Schedule 1) by 3.00 not later than 4.00 p.m. (London time) on the relevant Issue Date on the day falling two Business Days prior to the relevant Issue Date proposed issue date (or such later time or date as may be agreed between the Issue and Paying Agent relevant Issuer and the Issuer, which notice Agent) in respect thereof and the Agent shall also thereupon be sent by the Issuer authorised to the relevant Dealer(s) and shall specify: (a) the aggregate face amount complete Notes of the Notes to be issued; appropriate aggregate amount and/or (bas the case may be) the denomination and currency in which such Notes are to be denominated; (c) the Issue Date and the Maturity Date of such Notes; (d) the amount payable for each such Note; (e) the Yield/Interest Rate; and (f) the Dealer’s name and account number with the clearing system. 3.5 On receipt of the notification referred to in Clause 3.4 the Issue and Paying Agent shall: (a) complete a Global Note or Notes up to the specified total principal amount of the Notes to be issued by inserting the following particulars in the appropriate place on the face of each Note:Note inter alia the dates on which such Note shall be issued and shall mature and otherwise completing the same. (i) the specified currency3.3 If any such Notes as are mentioned in Clause 3.2 are not to be issued on any issue date, the denominationrelevant Issuer shall notify the Agent immediately, and in any event no later than 4.00 p.m. (London time) one Business Day prior to the principal amountproposed issue date. Upon receipt of such notice the Agent shall not thereafter issue or release the relevant Notes, but shall cancel and destroy them. 3.4 The Agent shall, upon notification by telephone, fax or email from the serial number Dealer who has arranged to purchase Notes from the relevant Issuer, such notification to be received in sufficient time to enable delivery to be made as contemplated herein and in any event no later than 10.00 a.m. (London time) one Business Day prior to the proposed issue date or such later time or date as may be agreed between the Agent and the clearing system security codes thereof; relevant Dealer, that payment by it to the relevant Issuer of the purchase price of any Note has been or will be duly made against delivery of such Notes and (iiif applicable) of details of the Issue Date; securities account hereinafter referred to deliver such Note on the Business Day immediately preceding its issue date (iiiunless specified otherwise) the Maturity Date; (iv) to (A) save in the case of fixed rate interest bearing a Global Note which is a Classic Global Note, a common depositary for Euroclear and Clearstream, Luxembourg and/or such other recognised clearing system as may be agreed from time to time between the relevant Issuer and the Agent or (B) in the case of a Global Note which is a New Global Note, as the case may be, to the Common Safekeeper, together with instructions to effectuate the same, for credit on the issue date of such Note to such securities account as shall have been notified to it or if no such details are given make the same available on its issue date for collection at its specified office in London. 3.5 The Agent shall (if applicable) give instructions to the relevant Clearing System to credit the Notes onlyto the Agent’s distribution account and, in the case of a New Global Note, the fixed rate Agent shall instruct the Common Safekeeper to effectuate the New Global Note (provided that, if the Agent is the Common Safekeeper, the Agent shall effectuate the Global Note). Each Note credited to the Agent’s distribution account with the relevant Clearing System following the delivery of the Notes in accordance with Clause 3.4 above shall be held to the order of the relevant Issuer pending delivery to the relevant Dealer on a delivery against payment basis in accordance with the normal procedures of the relevant Clearing System. The Agent shall on the issue date and against receipt of funds from the relevant Dealer transfer the proceeds of issue to the relevant Issuer to the relevant account notified by the relevant Issuer to the Agent in accordance with Clause 3.2 above. 3.6 If on the issue date the relevant Dealer does not pay the subscription price due from it in respect of any Note (the “Defaulted Note”) and as a result the Defaulted Note remains in the Agent’s distribution account with the relevant Clearing System after the issue date (rather than being credited to the Dealer’s Account against payment), the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. 3.7 If the Agent pays an amount (the “Advance”) to the relevant Issuer on the basis that a payment (the “Payment”) has been, or will be, received from the relevant Dealer and if the Payment has not been or is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall promptly inform the relevant Dealer and request that Dealer to make good the Payment, failing which the relevant Issuer shall, upon being requested to do so, repay to the Agent the Advance and pay interest (on the basis of the aggregate of 1 per cent. per annum and the Interest Payment Dates;Agent’s cost of funding, as determined by the Agent in its sole discretion) on the Advance until the earlier of repayment in full of the Advance and receipt in full by the Agent of the Payment. 3.8 As soon as practicable after the date of issue of any Notes, the Agent shall deliver to the relevant Issuer particulars of (a) the number and aggregate principal amount of the Notes completed, authenticated and delivered by it, or made available by it for collection, on such date, (b) the issue date and the maturity date of such Notes and (c) the series and serial numbers of all such Notes if requested. 3.9 Each Issuer hereby authorises and instructs the Agent to make all necessary notifications to and filings with the Bank of England, the Japanese Ministry of Finance (in respect of Yen Notes) and the relevant Swiss authorities (in respect of Swiss Franc Notes). 3.10 Each Issuer hereby authorises and instructs the Agent to complete, authenticate and deliver on its behalf Definitive Notes in accordance with the terms of any Global Note presented to the Agent for exchange in whole (but not in part only) and in the case of exchange in whole of a New Global Note for Definitive Notes instruct the ICSDs to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged, cancel or procure the cancellation of the Global Note and instruct the Common Safekeeper to destroy the Global Note. 3.11 The Issuers will give at least 10 days prior written notice to the Agent of a change in the Maximum Amount of Notes which may be issued under the Dealer Agreement. 3.12 The Issuers will promptly notify the Agent in writing of the appointment, resignation or termination of the appointment of any Dealer. If the notification is in respect of a new dealer appointment, the Issuers will notify the Agent two business days prior to the new issue. 3.13 Each Issuer hereby authorises and instructs the Agent to elect an ICSD to be Common Safekeeper for each issue of a New Global Note in relation to which one of the ICSDs must be Common Safekeeper. From time to time, the Issuers and the Agent may agree to vary this election. Each Issuer acknowledges that in connection with the election of either of the ICSDs as Common Safekeeper any such election is subject to the right of the ICSDs to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Agent in respect of any such election made by it.

Issue of Notes. 3.1 Each Note issued hereunder shall: (a) shall be substantially in one of the forms form set out in Schedule 3 1 (or, in the case only of Notes issued pursuant to Clause 3.9, Schedule 2) to this Agreement or, as the case may be, in such other form as may be agreed between the Issuer and the Agent; (b) Issue Agent from time to time and shall be duly executed manually on behalf of the Issuer; and (c) be manually Issuer and authenticated by an authorised signatory of the Issue and Paying Agent or, in the case of Xxxxxxxx Notes, two authorised signatories of the Issue and Paying Agent. 3.2 . The Issuer shall procure that a sufficient quantity of executed but unauthenticated (and, if applicable, uneffectuated) blank Notes are is at all times available to the Issue and Paying Agent for the purpose of issue hereunder. The Issue and Paying Agent Notes issued hereunder shall notify the Issuer forthwith on written request of the quantity of Notes which are at the date of such request held by itbe issued initially in global form. 3.3 3.2 The Issuer may use and shall be bound by the manual signature on any Note signatures of any person the persons who on the date of preparation or printing of such any Note was were duly authorised to execute such Note on behalf of the Issuer, notwithstanding that at the date of issue of the relevant such Note any such person may for any reason (including death) no longer cease to be so authorisedauthorised and any Note so executed and authenticated shall upon issue nevertheless be valid, binding and enforceable obligations of the Issuer unless the Issuer has notified any change to the Issue Agent. The Issuer may change the name of any the person whose manual signature is to appear be used on the Notes any Note to bind the Issuer, Issuer by delivering to the Issue and Paying Agent, no later than 30 5 days before the first date on which there are is to be issued Notes any Note in respect of which such manual signature is to be used, a copy of such signature in such form as the Issue and Paying Agent may require. 3.4 3.3 The Issuer shall promptly notify the Issue and Paying Agent by telephone of each proposed issue of Notes, to be confirmed by email or any other authenticated method acceptable give to the Issue and Paying Agent (such confirmation by facsimile transmission, e-mail or through the CitiDirect IPA settlement system details of any Notes to be in issued by it under this Agreement (other than any Note to be issued pursuant to Clause 3.9) and the form set out in Schedule 1) account of the Issuer to which payment of the proceeds of issue should be made by not later than 3.00 p.m. (London time) on the relevant second Business Day preceding the proposed Issue Date on the day falling two Business Days prior to the relevant Issue Date (or such later time or date as may subsequently be agreed between the Issuer and the Issue Agent) in respect thereof and Paying the Issue Agent shall thereupon be authorised to complete a Global Note of the appropriate aggregate principal amount by inserting in the appropriate place on the face of each Note (inter alia) the dates on which such Note shall be issued and shall mature and otherwise completing the same. For the purposes of this Clause 3.3, the Issue Agent may, if it considers it appropriate in the circumstances, treat a telephone or e-mail communication from a person whom the Issue Agent reasonably believes to have been duly authorised by the Issuer as sufficient instructions and authority from the Issuer to act in accordance with the provisions of this Clause 3.3, provided that the Issue Agent takes reasonable precautions to verify the accuracy of such telephone or e-mail communication before carrying out any of its tasks envisaged hereunder. 3.4 If any such Notes as are mentioned in Clause 3.3 are not to be issued on any proposed Issue Date, the Issuer shall immediately notify the Issue Agent. Upon receipt of such notice the Issue Agent shall not thereafter issue or release the relevant Notes, but shall cancel and destroy them. 3.5 The Issue Agent shall, in accordance with the instructions of the Issuer, which notice deliver each duly authenticated Global Note on the Business Day immediately preceding its Issue Date to a depositary in London for Euroclear and/or Clearstream, Luxembourg on a delivery against payment basis. 3.6 In respect of all Global Notes delivered to depositaries in accordance with Clause 3.5, instructions shall also be sent given to Euroclear or Clearstream, Luxembourg to credit the underlying Notes represented by the Issuer relevant Global Notes to the Issue Agent’s distribution account. Each Note so credited to the Issue Agent’s distribution account with Euroclear or Clearstream, Luxembourg shall be held to the order of the Issuer. If on the relevant Dealer(sIssue Date the relevant Dealer does not pay the purchase price due from it in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Issue Agent’s distribution account with Euroclear or Clearstream, Luxembourg after such Issue Date, the Issue Agent will continue to hold the Defaulted Note to the order of the Issuer. If the Defaulted Note is in the Issue Agent’s distribution account with Euroclear or Clearstream, Luxembourg on the date when payment in respect of such Note is made (and it shall be treated as being in such an account unless the Issue Agent has received specific instructions to transfer it to the account of another account holder of Euroclear or Clearstream, Luxembourg) the Issue Agent shall pay to the Issuer the amount received by the Issue Agent from Euroclear or Clearstream, Luxembourg (or credited to a cash account of the Issue Agent with Euroclear or Clearstream, Luxembourg) in respect of such Defaulted Note. 3.7 If, and to the extent that, the Issue Agent pays an amount equal to the anticipated proceeds of Notes issued (the “Advance”) to the Issuer on the basis that a payment of such proceeds (the “Payment”) has been, or will be, received from a Dealer and if the Payment has not been or is not received by the Issue Agent on the date the Issue Agent pays the Advance to the Issuer, the Issuer shall, upon demand by the Issue Agent, repay the Issue Agent the Advance and shall specify:pay interest at such a rate as the Issue Agent may certify as being the aggregate of the cost of funding any such Advance made by it (as determined by the Issue Agent) until the earlier of repayment in full of the Advance and receipt in full by the Issue Agent of the Payment. 3.8 As soon as practicable after the date of issue of any Notes (aincluding any issue of definitive Notes pursuant to Clause 3.9), the Issue Agent shall deliver to the Issuer and the other Paying Agent particulars of (i) the number and aggregate face principal amount of the Notes to be issued; completed, authenticated and delivered by it, or made available by it for collection, on such date, (b) the denomination and currency in which such Notes are to be denominated; (cii) the Issue Date and the Maturity Date of such Notes; (d) the amount payable for each such Note; (e) the Yield/Interest Rate; and (f) the Dealer’s name and account number with the clearing system. 3.5 On receipt of the notification referred to in Clause 3.4 the Issue and Paying Agent shall: (a) complete a Global Note or Notes up to the specified total principal amount of the Notes to be issued by inserting the following particulars in the appropriate place on the face of each Note: (i) the specified currency, the denomination, the principal amount, the serial number and the clearing system security codes thereof; (ii) the Issue Date; (iii) the Maturity Date; Series and serial numbers of all such Notes, and (iv) (A) all other relevant details of the Notes, in case such format as it shall from time to time agree with the Issuer. 3.9 The Issuer hereby authorises and instructs the Issue Agent to complete, authenticate and deliver on its behalf Definitive Notes in accordance with the terms of fixed rate interest bearing Notes onlyany Global Note presented to either Agent for exchange. 3.10 Within 15 days after the end of each calendar month, the fixed rate Issue Agent shall, if required by the Ministry of interest and Finance of Japan, submit a report in Japanese to the Interest Payment Dates;Ministry of Finance in Japan in respect of Notes denominated in Yen issued during the relevant calendar month. Such report shall be submitted even if no such Notes were issued during such calendar month. Such report shall be consistent with the requirements from time to time of the Ministry of Finance of Japan.