Common use of ISSUE OF PERMANENT GLOBAL NOTES Clause in Contracts

ISSUE OF PERMANENT GLOBAL NOTES. (1) Subject to Subclause 4(2), upon the occurrence of any event which pursuant to the terms of a Temporary Global Note requires the issue of a Permanent Global Note, the Agent shall issue a Permanent Global Note in accordance with the terms of the Temporary Global Note. For this purpose the Agent is authorised on behalf of the relevant Issuer: (a) in the case of the first Tranche of any Series of Notes, to prepare a Permanent Global Note containing the relevant Conditions and to complete, in accordance with the terms of the Temporary Global Note, the necessary details on such Permanent Global Note and attach a copy of the applicable Final Terms to such Permanent Global Note; (b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note; (c) in the case of the first Tranche of any Series of Notes (i) where the Temporary Global Note is a CGN and is being held by a common depositary as aforesaid, to deliver such Permanent Global Note to the specified common depositary that is holding the Temporary Global Note for the time being on behalf of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency as is specified in the applicable Final Terms in exchange for such Temporary Global Note or, in the case of a partial exchange, after noting the details of such exchange in the appropriate spaces on both the Temporary Global Note and the Permanent Global Note, and in either case against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Global Note in safe custody for the account of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency (as the case may be); or (ii) where the Temporary Global Note is a CGN and is not being held by a common depositary, as otherwise agreed in writing between the relevant Issuer and the Agent; (d) in the case of the first Tranche of any Series of Notes where the Temporary Global Note is a New Global Note, to deliver such Permanent Global Note to the specified common safekeeper that is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg in exchange for such Temporary Global Note against receipt from the common safekeeper of confirmation that such common safekeeper is holding the Permanent Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg, and, in the case of a Permanent Global Note which is a Eurosystem-eligible Note, to instruct the common safekeeper to effectuate the same and to hold it on behalf of the relevant Issuer pending its exchange for the Temporary Global Note; (e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above; and (f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a New Global Note, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant Series. (2) The Agent shall only be required to perform its obligations under Subclause 4(l) if it holds a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with Subclause 4(1)(a). (3) The Agent shall provide Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency with the notifications, instructions or other information to be given by the Agent to Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency. (4) Any of the duties and obligations of the Agent set forth in this Clause 4 may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent.

ISSUE OF PERMANENT GLOBAL NOTES. (1) Subject to Subclause 4(2), upon the occurrence of any event which pursuant to the terms of a Temporary Global Note requires the issue of a Permanent Global Note, the Agent shall issue a Permanent Global Note in accordance with the terms of the Temporary Global Note. For this purpose the Agent is authorised on behalf of the relevant Issuer: (a) in the case of the first Tranche of any Series of Notes, to prepare a Permanent Global Note containing the relevant Conditions and to complete, in accordance with the terms of the Temporary Global Note, the necessary details on such Permanent Global Note and attach a copy of the applicable Final Terms to such Permanent Global Note; (b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note; (c) in the case of the first Tranche of any Series of Notes (i) where the Temporary Global Note is a CGN and is being held by a common depositary as aforesaid, to deliver such Permanent Global Note to the specified common depositary that is holding the Temporary Global Note for the time being on behalf of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency as is specified in the applicable Final Terms in exchange for such Temporary Global Note or, in the case of a partial exchange, after noting the details of such exchange in the appropriate spaces on both the Temporary Global Note and the Permanent Global Note, and in either case against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Global Note in safe custody for the account of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency (as the case may be); or (ii) where the Temporary Global Note is a CGN and is not being held by a common depositary, as otherwise agreed in writing between the relevant Issuer and the Agent; (d) in the case of the first Tranche of any Series of Notes where the Temporary Global Note is a New Global Note, to deliver such Permanent Global Note to the specified common safekeeper that is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg in exchange for such Temporary Global Note against receipt from the common safekeeper of confirmation that such common safekeeper is holding the Permanent Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg, and, in the case of a Permanent Global Note which is a Eurosystem-eligible New Global Note, to instruct the common safekeeper to effectuate the same and to hold it on behalf of the relevant Issuer pending its exchange for the Temporary Global Note; (e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above; and (f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a New Global Note, to deliver the applicable Final Terms to the specified common safekeeper for attachment to the Permanent Global Note applicable to the relevant Series. (2) The Agent shall only be required to perform its obligations under Subclause 4(l) if it holds a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with Subclause 4(1)(a). (3) The Agent shall provide Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency with the notifications, instructions or other information to be given by the Agent to Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency. (4) Any of the duties and obligations of the Agent set forth in this Clause 4 may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent.

ISSUE OF PERMANENT GLOBAL NOTES. (1) Subject to Subclause 4(2), upon 4.1 The Agent shall determine the occurrence of any event which pursuant to the terms of a Exchange Date for each Temporary Global Note requires in accordance with the issue terms thereof. Forthwith upon determining the Exchange Date in respect of a Permanent Global Noteany Tranche, the Agent shall issue notify such determination to the Issuer, the relevant Purchaser(s), Euroclear and Clearstream. 4.2 On or after the Exchange Date, the Agent shall deliver, upon notice from Euroclear or Clearstream, a Permanent Global Note in accordance with the terms of the such Temporary Global Note. For this purpose Where a Temporary Global Note is to be exchanged for a Permanent Global Note or, as the case may be, when an issue of Notes is to be represented by a Permanent Global Note from and including the date of issue of such Notes, the Agent is hereby authorised on behalf of the relevant Issuer: (a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note containing the relevant Conditions and to complete, in accordance with the terms of the Temporary Global Note, the necessary details on such Permanent Global Note and attach a copy of the applicable Final Terms to such Permanent Global NoteTerms; (b) in the case of the first Tranche of any Series of Notes, to authenticate such Permanent Global Note; (c) in if the case of the first Tranche of any Series of Notes (i) where the Temporary Permanent Global Note is a CGN and is being held by a common depositary as aforesaidCGN, to deliver such Permanent Global Note to the specified common depositary that is holding the Temporary Global Note for the time being on behalf of EuroclearEuroclear and/or Clearstream and, Clearstreamwhen such Permanent Global Note is being delivered in exchange for a Temporary Global Note, Luxembourg and/or such other applicable clearing agency as is specified in the applicable Final Terms to do so either in exchange for such Temporary Global Note or, in the case of a partial exchange, after noting the on entering details of such partial exchange of the Temporary Global Note in the appropriate relevant spaces on in Schedule Two of both the Temporary Global Note and the Permanent Global Note, and in either case against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Global Note in safe custody for the account of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency (as the case may be); or (ii) where the Temporary Global Note is a CGN and is not being held by a common depositary, as otherwise agreed in writing between the relevant Issuer and the Agent; (d) in if the case of the first Tranche of any Series of Notes where the Temporary Permanent Global Note is a New Global NoteNGN, to deliver such the Permanent Global Note to the specified common safekeeper that is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg in exchange for such Temporary Global Note against receipt from Clearstream and to instruct the common safekeeper of confirmation that such common safekeeper is holding to effectuate the Permanent Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg, and, (in the case of a Permanent Global Note which is a Eurosystem-eligible NoteNGN) and, where applicable, to instruct the common safekeeper to effectuate the same and to hold it such Permanent Global Note on behalf of the relevant Issuer pending its exchange for the Temporary Global Note; (e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGNNGN, instruct Euroclear and Clearstream to attach a copy make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and to enter details Tranche of any exchange in whole or part as stated aboveNotes; and (f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a New Global Note, to deliver the applicable Final Terms to the specified common safekeeper depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note applicable and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series. (2) The 4.3 In the case of a Tranche in respect of which there is only one Purchaser, the Agent will, subject to receiving the appropriate certificate from the relevant Purchaser, determine the end of the restricted period in respect of such Tranche as being the fortieth day following the date certified by the relevant Purchaser to the Agent as being the date as of which distribution of the Notes of that Tranche was completed. 4.4 In the case of a Tranche in respect of which there is more than one Purchaser, the Agent will, subject to receiving the appropriate certificates from the relevant Purchasers, determine the end of the restricted period in respect of such Tranche as being the fortieth day following the latest of the dates certified by all the relevant Purchasers to the Agent as being the respective dates as of which distribution of the Notes of that Tranche purchased by each such Purchaser was completed. 4.5 Forthwith upon determining the end of the restricted period in respect of any Tranche, the Agent shall only be required notify such determination to perform its obligations under Subclause 4(l) if it holds a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of Issuer and the relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with Subclause 4(1)(aPurchaser(s). (3) The Agent shall provide Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency with the notifications, instructions or other information to be given by the Agent to Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency. (4) Any of the duties and obligations of the Agent set forth in this Clause 4 may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent.

ISSUE OF PERMANENT GLOBAL NOTES. (1) Subject to Subclause 4(2), upon 4.1 The Principal Paying Agent shall determine the occurrence of any event which pursuant to the terms of a Exchange Date for each Temporary Global Note requires in accordance with the issue terms thereof. Forthwith upon determining the Exchange Date in respect of a Permanent Global Noteany Tranche, the Principal Paying Agent shall issue notify such determination to the Issuer, the relevant Purchaser(s), Euroclear and Clearstream. 4.2 On or after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear or Clearstream, a Permanent Global Note in accordance with the terms of the such Temporary Global Note. For this purpose Where a Temporary Global Note is to be exchanged for a Permanent Global Note or, as the case may be, when an issue of Notes is to be represented by a Permanent Global Note from and including the date of issue of such Notes, the Principal Paying Agent is hereby authorised on behalf of the relevant Issuer: (a) in the case of the first Tranche of any Series of Notes, 4.2.1 to prepare and complete a Permanent Global Note containing the relevant Conditions and to complete, in accordance with the terms of the Temporary Global Note, the necessary details on such Permanent Global Note and attach a copy of the applicable Final Terms to such Permanent Global NoteTerms; (b) in the case of the first Tranche of any Series of Notes, 4.2.2 to authenticate such Permanent Global Note; (c) in 4.2.3 if the case of the first Tranche of any Series of Notes (i) where the Temporary Permanent Global Note is a CGN and is being held by a common depositary as aforesaidCGN, to deliver such Permanent Global Note to the specified common depositary that is holding the Temporary Global Note for the time being on behalf of EuroclearEuroclear and/or Clearstream and, Clearstreamwhen such Permanent Global Note is being delivered in exchange for a Temporary Global Note, Luxembourg and/or such other applicable clearing agency as is specified in the applicable Final Terms to do so either in exchange for such Temporary Global Note or, in the case of a partial exchange, after noting the on entering details of such partial exchange of the Temporary Global Note in the appropriate relevant spaces on in Schedule Two of both the Temporary Global Note and the Permanent Global Note, and in either case against receipt from the common depositary of confirmation that such common depositary is holding ; 4.2.4 if the Permanent Global Note in safe custody for the account of Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency (as the case may be); or (ii) where the Temporary Global Note is a CGN and is not being held by a common depositary, as otherwise agreed in writing between the relevant Issuer and the Agent; (d) in the case of the first Tranche of any Series of Notes where the Temporary Global Note is a New Global NoteNGN, to deliver such the Permanent Global Note to the specified common safekeeper that is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg in exchange for such Temporary Global Note against receipt from Clearstream and to instruct the common safekeeper of confirmation that such common safekeeper is holding to effectuate the Permanent Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg, and, (in the case of a Permanent Global Note which is a Eurosystem-eligible NoteNGN) and, where applicable, to instruct the common safekeeper to effectuate the same and to hold it such Permanent Global Note on behalf of the relevant Issuer pending its exchange for the Temporary Global Note; (e) 4.2.5 if the Permanent Global Note is a NGN, instruct Euroclear and Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and 4.2.6 in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Global Note applicable to the relevant Series and to enter details of any exchange in whole or part as stated above; and (f) in the case of a subsequent Tranche of any Series of Notes if the Permanent Global Note is a New Global Note, to deliver the applicable Final Terms to the specified common safekeeper depositary or common safekeeper, as the case may be, for attachment to the Permanent Global Note applicable and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Global Note is a NGN, instruct Euroclear and Clearstream to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series. (2) The Agent shall only be required to perform its obligations under Subclause 4(l) if it holds a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with Subclause 4(1)(a). (3) The Agent shall provide Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency with the notifications, instructions or other information to be given by the Agent to Euroclear, Clearstream, Luxembourg and/or such other applicable clearing agency. (4) Any of the duties and obligations of the Agent set forth in this Clause 4 may, with the consent of the relevant Issuer, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent.