Common use of TERMS OF ISSUE Clause in Contracts

TERMS OF ISSUE. (1) The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Conditions. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1). (3) In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7), the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 5.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 18.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 18.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall shall, at the request of the Issuer, provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 5.4 If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 5.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 3, the Agent is entitled to treat a telephone or facsimile electronic communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative an Authorised Person of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 18.8, or any other list duly provided for the purpose by the relevant Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)Clause 3. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the relevant Issuer ceases to be authorised as described in Subclause 19(7)subclause 18.8, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant that Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant that Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Notes and Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 5.4 If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between to the relevant Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the AgentPayment is not received by the Agent on the date the Agent pays the relevant Issuer, each Note credited the relevant Issuer shall promptly inform the Issuer and request they make good the Payment, failing which the Issuer shall, upon being requested to do so repay to the Agent’s distribution account with Euroclear Agent the Advance and Clearstreamshall pay interest (on the basis of a 360-day year at the rate of the cost to the Agent of funding the payment amount for the relevant period, Luxembourg (oras certified by the Agent expressed as a rate per annum) on the Advance until the earlier of repayment of the payment amount and receipt in full by the Agent of the Payment. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the relevant Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith as soon as reasonably practicable of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon as soon as reasonably practicable on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 3, the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 19.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)Clause 3. (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 19.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 6.4 If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall promptly repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 6.5 Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The 6.1 Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes Covered Bonds delivered to and held by it or them under this Agreement to be maintained in safe custody and shall ensure that such Notes Covered Bonds are issued only in accordance with the provisions of this Agreement Agreement, the Terms and Conditions and, where applicable, the relevant Global Note and ConditionsCovered Bonds. (2) Subject to the procedures set out in the Procedures Memorandum, for 6.2 For the purposes of Subclause 7(1) Clause 3, each of the Principal Paying Agent and the Registrar, as the case may be, is entitled to treat a telephone telephone, telex or facsimile communication email from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 23.7, or any other list duly provided for the purpose by the Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)Clause 3. (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global NoteCovered Bond, a master Permanent Global Note Covered Bond, a master Registered Global Covered Bond or a Registered Definitive Bearer Notes not yet issued but Covered Bond held by the Principal Paying Agent in accordance with Subclause 7(1) or the Registrar, as the case may be, on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)Clause 23.7, the Principal Paying Agent or the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be that Notes Covered Bonds signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesCovered Bonds signed by that person, and the relevant Issuer hereby warrants to the Principal Paying Agent and the Registrar that such Notes shall, unless notified as aforesaid, those Covered Bonds shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Covered Bond(s) and replacement Permanent Global Notes Covered Bond(s) and (if applicable) shall provide the Registrar with replacement master Registered Global Covered Bonds and Registered Definitive Bearer Notes Covered Bonds and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global NotesCovered Bond(s), master Permanent Global Notes Covered Bond(s), master Registered Global Covered Bonds and (if Registered Definitive Covered Bonds, as applicable) Definitive Bearer Notes , held by it them which are signed by such person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof thereof, specifying the Notes Covered Bonds so cancelled and destroyed. (4) Unless otherwise agreed in writing between 6.4 Each of the relevant Issuer Principal Paying Agent and the Agent, each Note credited to the Agent’s distribution account with Registrar shall provide Euroclear and and/or Clearstream, Luxembourg (orand, in the case of Notes in CGN formthe Registrar, such other applicable clearing agency) following DTC with the delivery of a Temporary Global Note notifications, instructions or Permanent Global Noteinformation to be given by it to Euroclear and/or Clearstream, Luxembourg and/or DTC, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between 6.5 If the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Principal Paying 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 a Purchaser Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance and or receipt by the Principal Paying Agent of the Payment (at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given in writing by the Principal Paying Agent to the relevant Issuer). For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. (7) In 6.6 Except in the event case of an issue issues where the Principal Paying Agent does not act as receiving bank for the Issuer in respect of Notes that are listed the purchase price of the Covered Bonds being issued, if on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date a Dealer does not pay the full purchase price due from it in respect of such issueany Covered Bond (the Defaulted Covered Bond) and, send as a result, the applicable Final Terms Defaulted Covered Bond remains in the Principal Paying Agent's distribution account with DTC and/or Euroclear and/or Clearstream, Luxembourg after the Issue Date, the Principal Paying Agent will continue to hold the Defaulted Covered Bond to the relevant Stock Exchange. (8) Execution order of the Issuer. The Principal Paying Agent shall notify the Issuer immediately of the failure of the Dealer to pay the full purchase price due from it in facsimile respect of any Notes and any photostatic copying or other duplication Defaulted Covered Bond and, subsequently, shall (a) notify the Issuer immediately on receipt from the Dealer of the master Temporary Global Note or full purchase price in respect of any Defaulted Covered Bond and (b) pay to the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of Issuer the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatoriesamount so received.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone telephone, electronic or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 19.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 19.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 6.4 If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 6.5 Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 5.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone telephone, or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 18.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 18.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall shall, at the request of the Issuer, provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 5.4 If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 5.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures MemorandumMemorandum and clause 24 below, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone or facsimile an email communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 18.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 18.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, and following authorisation from both ICSDs, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 5.4 If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 7.1 The Principal Paying Agent or the Registrar in case of Registered Covered Bonds Deeds, shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes Covered Bonds delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes Covered Bonds are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note Covered Bonds and Conditionsthe Registered Covered Bonds Deeds. (2) Subject to 7.2 In respect of Clause 3 above, the procedures set out in Principal Paying Agents and the Procedures Memorandum, for the purposes of Subclause 7(1) the Agent is Registrar are entitled to treat a telephone telephone, facsimile or facsimile e-mail communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Principal Paying Agent or the Registrar believes in good faith to be) the authorised representative of the relevant Issuer and the CBC named in any list duly provided for the list referred purpose by the Issuer or the CBC to in, or notified pursuant to, Subclause 19(7) the Principal Paying Agent and/or the Registrar as sufficient instructions and authority of the relevant Issuer and the CBC for the relevant Paying Agent to act in accordance with Subclause 7(1)Clause 3 above. (3) 7.3 In the event that a person who has signed a master Global Covered Bond held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any the Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by and the Agent in accordance with Subclause 7(1) CBC ceases to be authorised as described in Subclause 19(7)Clause 20.9 below, the Principal Paying Agent or the Registrar, as the case may be, shall (unless the relevant Issuer or the CBC gives notice to the Principal Paying Agent and/or the Registrar, as the case may be, that Notes Covered Bonds or Registered Covered Bonds Deeds signed by that person do not constitute valid and binding obligations of the relevant Issuer or the CBC or otherwise until replacements have been provided to the Principal Paying Agent) continue to have authority to issue any such NotesCovered Bonds or Registered Covered Bonds Deeds signed by that person, and each of the relevant Issuer hereby warrants and the CBC warrant to the Principal Paying Agent and the Registrar that such Notes shall, unless notified as aforesaid, those Covered Bonds or Registered Covered Bonds Deeds shall be valid and binding obligations of the relevant IssuerIssuer and the CBC. Promptly upon such any person ceasing to be authorised, the relevant Issuer and the CBC shall provide the Principal Paying Agent and or the Registrar, as the case may be, with replacement master Temporary Global NotesCovered Bonds, master Permanent Global Notes and (if applicable) Definitive Bearer Notes Covered Bonds or Registered Covered Bonds Deeds and the Principal Paying Agent shall or the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes Bearer Covered Bonds and (if applicable) Definitive Bearer Notes Registered Covered Bonds Deeds held by it which are signed by such that person and shall provide to the relevant Issuer and the CBC upon request with a confirmation certificate of destruction in respect thereof destruction, specifying the Notes master Covered Bonds and Registered Covered Bonds Deeds so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with 7.4 The Principal Paying Agent shall provide Euroclear and and/or Clearstream, Luxembourg (orand/or the Registrar and the relevant Paying Agent appointed in accordance with Clause 2.5 above shall provide Euroclear Nederland or any other agreed clearing system with the notifications, in instructions or information to be given by it to Euroclear and/or Clearstream, Luxembourg and/or the case of Notes in CGN form, Registrar and/or Euroclear Nederland and/or such other applicable agreed clearing agency) following the delivery of a Temporary Global Note or Permanent Global Notesystem, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between 7.5 If the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Principal Paying 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 a Purchaser Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance and or receipt by the Principal Paying Agent of the Payment (at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 7.6 Except in the case of issues where the Principal Paying Agent or the relevant Paying Agent (7as the case may be) In does not act as receiving bank for the event Issuer in respect of an issue the purchase price of Notes that are listed the Covered Bonds being issued, if on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date a Dealer does not pay the full purchase price due from it in respect of such issueany Bearer Covered Bond (the "Defaulted Covered Bond") and, send as a result, the applicable Final Terms Defaulted Covered Bond remains in the Principal Paying Agent's distribution account with Euroclear and/or Clearstream, Luxembourg or the relevant appointed Paying Agent's distribution account with Euroclear Nederland or any other agreed clearing system (if applicable), after the Issue Date, the Principal Paying Agent or the relevant Paying Agent will continue to hold the Defaulted Covered Bond to the order of the Issuer. The Principal Paying Agent or the relevant Stock Exchange. (8) Execution Paying Agent shall notify the Issuer as soon as possible of the failure of the Dealer to pay the full purchase price due from it in facsimile respect of any Notes and any photostatic copying or other duplication Defaulted Covered Bond and, subsequently, shall (a) notify the Issuer as soon as possible on receipt from the Dealer of the master Temporary Global Note or full purchase price in respect of any Defaulted Covered Bond and (b) pay to the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of Issuer the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatoriesamount so received.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Conditions. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) subclause 3.1 the Agent is entitled to treat a telephone or facsimile communication from a person purporting who the Agent believes to be (and who the Agent, after making reasonable investigation, believes in good faith to be) the authorised representative of the relevant Issuer or, as the case may be, the Guarantor, named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 19.7 as sufficient instructions and authority of the relevant Issuer and the Guarantor for the Agent to act in accordance with Subclause 7(1)subclause 3.1. (3) 6.3 In the event that a person who has signed on behalf of the Issuer any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) subclause 3.1 ceases to be authorised as described in Subclause 19(7)subclause 19.7, the Agent shall (unless the relevant Issuer gives written notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer upon receipt of such replacement Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 6.4 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 be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify Issuer, failing which the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer Guarantor, shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as the aggregate of one per cent. and its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant IssuerIssuer if so required). 6.5 Except in the case of issues where the Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (7the Defaulted Note) In and, as a result, the event of an issue of Notes that are listed on a Stock ExchangeDefaulted Note remains in the Agent's distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the Issuer. The Agent shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issue, send the applicable Final Terms to the relevant Stock ExchangeDefaulted Note. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Conditions. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1). (3) In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7), the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). (7) In the event of an issue of Notes that are listed on a Stock ExchangeNotes, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Terms and Conditions. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1Clause 3(1) the Agent is entitled to treat a telephone telephone, telex or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised authorized representative of the relevant Issuer named in the list lists referred to in, or notified pursuant to, Subclause 19(7Clause 17(7) as sufficient instructions and authority of the relevant such Issuer for the Agent to act in accordance with Subclause 7(1Clause 3(l). (3) In the event that If a person who has signed on behalf of the relevant Issuer any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1Clause 3(1) ceases to be authorised authorized as described in Subclause 19(7Clause 17(7), the Agent shall (unless the relevant such Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant such Issuer or otherwise until replacements have been provided to the Agent) shall continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shallshall be, unless notified as aforesaid, be valid and binding obligations of the relevant such Issuer. Promptly upon such person ceasing to be authorisedauthorized, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer upon receipt of such replacement Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled canceled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if If the Agent pays an amount (the “Advance”) to the relevant an Issuer on the basis that a payment (the “Payment”) has been, or will be be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant such Issuer, the Agent shall notify the relevant such Issuer by tested telex or facsimile that the Payment has not been received and the relevant such Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant IssuerAdvance). (75) In Except in the event case of an issue issues where the Agent does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Notes that are listed being issued, if on the relevant Issue Date a Stock ExchangeDealer does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg) after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note pursuant to the Issue Date order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify such Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issue, send the applicable Final Terms to the relevant Stock ExchangeDefaulted Note. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The 5.1 Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone telephone, email or facsimile communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 22.7, or any other list duly provided for the purpose by the Issuers to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed a master Global Note or a master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any the relevant Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)subclause 22.7, each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and each of the relevant Issuer hereby Issuers warrants to each of the Principal Paying Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer Issuers shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Bearer Registered Notes and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it them which are signed by such that person and shall provide to the relevant Issuer Issuers with a confirmation certificate of destruction in respect thereof destruction, specifying the master Notes so cancelled and destroyed. 5.4 Each of the Principal Paying Agent and the Registrar shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by it to Euroclear and/or Clearstream, Luxembourg. 5.5 If the Principal Paying Agent pays an amount (4the Advance) Unless otherwise agreed in writing between to the relevant Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the AgentPayment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the relevant Issuer, each Note credited the relevant Issuer shall repay to the Agent’s distribution account with Euroclear Principal Paying Agent the Advance and Clearstreamshall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer. For the avoidance of doubt, Luxembourg (or, the Principal Paying Agent shall not be obliged to pay any amount to the relevant Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.6 Except in the case of Notes in CGN form, such other applicable clearing agency) following issues where the delivery of a Temporary Global Note or Permanent Global Note, Principal Paying Agent does not act as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided receiving bank for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on Issuers the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 7.1 The Principal Paying Agent shall cause all Temporary Global Notes, Permanent Global Notes Bearer Covered Bonds and Definitive Bearer Notes the Registrar shall cause all Registered Covered Bonds Deeds delivered to and held by it under this Agreement to be maintained in safe custody keeping and shall ensure that such Notes Covered Bonds are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note Covered Bonds and Conditionsthe Registered Covered Bonds Deeds. (2) Subject to 7.2 In respect of Clause 3 above the procedures set out in Principal Paying Agent and the Procedures Memorandum, for the purposes of Subclause 7(1) the Agent is Registrar are entitled to treat a telephone telephone, facsimile or facsimile e-mail communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Principal Paying Agent or the Registrar believes in good faith to be) the authorised representative of the relevant Issuer and the CBC named in any list duly provided for the list referred purpose by the Issuer or the CBC to in, the Principal Paying Agent or notified pursuant to, Subclause 19(7) the Registrar as sufficient instructions and authority of the relevant Issuer and the CBC for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)Clause 3 above. (3) 7.3 In the event that a person who has signed a master Global Covered Bond held by the Principal Paying Agent on behalf of any the Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by and the Agent in accordance with Subclause 7(1) CBC ceases to be authorised as described in Subclause 19(7)Clause 20.8 below, the Principal Paying Agent shall (unless the relevant Issuer or the CBC gives notice to the Principal Paying Agent that Notes Global Covered Bonds signed by that person do not constitute valid and binding obligations of the relevant Issuer or the CBC or otherwise until replacements have been provided to the Principal Paying Agent) continue to have authority to issue any such NotesGlobal Covered Bonds signed by that person, and each of the relevant Issuer hereby warrants and the CBC warrant to the Principal Paying Agent that such Notes shall, unless notified as aforesaid, those Global Covered Bonds shall be valid and binding obligations of the relevant IssuerIssuer and the CBC. Promptly upon such any person ceasing to be authorised, the relevant Issuer and the CBC shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Covered Bonds and Permanent Global Notes and (if applicable) Definitive Bearer Notes Covered Bonds and the Principal Paying Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes Covered Bonds held by it which are signed by such that person and shall provide to the relevant Issuer and the CBC upon request with a confirmation certificate of destruction in respect thereof destruction, specifying the Notes Global Covered Bonds so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with 7.4 The Principal Paying Agent shall provide Euroclear and and/or Clearstream, Luxembourg (orand/or the relevant Paying Agent appointed in accordance with Clause 2.5 above shall provide Euroclear Nederland or any other agreed clearing system with the notifications, in the case of Notes in CGN forminstructions or information to be given by it to Euroclear and/or Clearstream, Luxembourg and/or Euroclear Nederland and/or such other applicable agreed clearing agency) following the delivery of a Temporary Global Note or Permanent Global Notesystem, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between 7.5 If the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Principal Paying 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 a Purchaser Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance and or receipt by the Principal Paying Agent of the Payment (at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 7.6 Except in the case of issues where the Principal Paying Agent or the relevant Paying Agent (7as the case may be) In does not act as receiving bank for the event Issuer in respect of an issue the purchase price of Notes that are listed the Covered Bonds being issued, if on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date a Dealer does not pay the full purchase price due from it in respect of such issueany interest in a Global Covered Bond (the "Defaulted Covered Bond") and, send as a result, the applicable Final Terms Defaulted Covered Bond remains in the Principal Paying Agent's distribution account with Euroclear and/or Clearstream, Luxembourg or the relevant appointed Paying Agent's distribution account with Euroclear Nederland or any other agreed clearing system (if applicable), after the Issue Date, the Principal Paying Agent or the relevant Paying Agent will continue to hold the Defaulted Covered Bond to the order of the Issuer. The Principal Paying Agent or the relevant Stock Exchange. (8) Execution Paying Agent shall notify the Issuer as soon as reasonably possible of the failure of the Dealer to pay the full purchase price due from it in facsimile respect of any Notes and any photostatic copying or other duplication Defaulted Covered Bond and, subsequently, shall (a) notify the Issuer as soon as reasonably possible on receipt from the Dealer of the master Temporary Global Note or full purchase price in respect of any Defaulted Covered Bond and (b) pay to the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of Issuer the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatoriesamount so received.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to it, or to its order and held by it or at its order under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Conditions. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 3 the Agent is entitled to treat a telephone telephone, telex or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 19.7 as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)Clause 3.1. (3) 6.3 In the event that a person who has signed on behalf of the Issuer any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) Clause 3.1 ceases to be authorised as described in Subclause 19(7)Clause 19.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer upon receipt of such replacement Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 6.4 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 be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). 6.5 Except in the case of issues where the Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (7the Defaulted Note) In and, as a result, the event of an issue of Notes that are listed on a Stock ExchangeDefaulted Note remains in the Agent’s distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the Issuer. The Agent shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issue, send the applicable Final Terms to the relevant Stock ExchangeDefaulted Note. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 5.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone telephone, email or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 18.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)act. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 18.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 5.4 If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in Clearstream after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser relevant Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser such Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The 5.1 Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone an email or facsimile communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 21.7, or any other list duly provided for the purpose by the relevant Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)Clause 3. (3) 5.3 In the event that a person who has signed a master Global Note or master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any the relevant Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)Clause 21.7, each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to each of the Principal Paying Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Bearer Registered Notes and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it them which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between 5.4 Each of the relevant Issuer Principal Paying Agent and the Agent, each Note credited to the Agent’s distribution account with Registrar shall provide Euroclear and and/or Clearstream, Luxembourg (orwith the notifications, in the case of Notes in CGN forminstructions or information to be given to Euroclear and/or Clearstream, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global NoteLuxembourg, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between 5.5 If the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Principal Paying 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 a Purchaser Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that (failing which the Payment has not been received and the relevant Issuer Guarantor) shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance and or receipt by the Principal Paying Agent of the Payment (at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). (7) In . For the event avoidance of an issue of Notes that are listed on a Stock Exchangedoubt, the Principal Paying Agent will promptly, and in shall not be obliged to pay any event prior to the Issue Date in respect of such issue, send the applicable Final Terms amount to the relevant Stock ExchangeIssuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. (8) Execution 5.6 Except in facsimile the case of any Notes and any photostatic copying or other duplication of issues where the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer Principal Paying Agent does not act as stated above) shall be binding upon receiving bank for the relevant Issuer in respect of the same manner purchase price of the Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (the "Defaulted Note") and, as if such Notes were signed manually by such signatoriesa result, the Defaulted Note remains in the Principal Paying Agent's distribution account with Euroclear and/or Clearstream, Luxembourg after the Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer immediately of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer immediately on receipt from the Dealer of the full purchase price in respect of any Defaulted Note and (b) pay to the relevant Issuer the amount so received.

TERMS OF ISSUE. (1) 5.1 The Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the relevant Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone telephone, email or facsimile communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 21.7, or any other list duly provided for the purpose by the Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed a master Global Note or master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any the Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)subclause 21.7, each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to each of the Principal Paying Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Bearer Registered Notes and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it them which are signed by such that person and shall upon written request provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 5.4 If the Principal Paying Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the Issuer, Luxembourg the Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 Except in the case of Notes issues where the Principal Paying Agent does not act as receiving bank for the Issuer in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The 6.1 Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the relevant Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone telephone, telex or facsimile communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) clause 23.7, or any other list duly provided for the purpose by the Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)clause 3. (3) 6.3 In the event that a person who has signed a master Global Note or master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any the Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)clause 23.7, each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to each of the Principal Paying Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Bearer Registered Notes and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it them which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with 6.4 The Principal Paying Agent shall provide Euroclear and and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the notifications or information to be given by the Registrar to DTC. 6.5 If the Principal Paying Agent pays an amount (orthe Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the Issuer, the Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 6.6 Except in the case of Notes issues where the Principal Paying Agent does not act as receiving bank for the Issuer in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.amount so received.‌‌

TERMS OF ISSUE. (1) The 5.1 Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 21.7, or any other list duly provided for the purpose by the Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed a master Global Note or master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any the Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)subclause 21.7, each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to each of the Principal Paying Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Bearer Registered Notes and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with 5.4 The Principal Paying Agent shall provide Euroclear and and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the notifications or information to be given by the Registrar to DTC. 5.5 If the Principal Paying Agent pays an amount (orthe Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the Issuer, the Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date the Advance is made to ( but excluding) the earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.6 Except in the case of Notes issues where the Principal Paying Agent does not act as receiving bank for the Issuer in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The 5.1 Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone an e-mail or facsimile communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 21.7, or any other list duly provided for the purpose by the relevant Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed a master Global Note or master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any an Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)subclause 21.7, each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to each of the Principal Paying Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Bearer Registered Notes and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it them which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 5.4 If the Principal Paying Agent pays an amount (4the Advance) Unless otherwise agreed in writing between to the relevant Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the AgentPayment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the relevant Issuer, each Note credited the relevant Issuer shall repay to the Agent’s distribution account with Euroclear Principal Paying Agent the Advance and Clearstreamshall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer. For the avoidance of doubt, Luxembourg (or, the Principal Paying Agent shall not be obliged to pay any amount to the relevant Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 Except in the case of Notes in CGN form, such other applicable clearing agency) following issues where the delivery of a Temporary Global Note or Permanent Global Note, Principal Paying Agent does not act as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided receiving bank for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer forthwith as soon as reasonably practicable of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon as soon as reasonably practicable on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The 5.1 Each of the Fiscal Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, each of the Fiscal Agent and the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the AgentFiscal Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) an Authorised Person as sufficient instructions and authority of the relevant Issuer for the Fiscal Agent or the Registrar to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed a master Global Note or master Definitive Note held by the Fiscal Agent or the Registrar, as the case may be, on behalf of any the Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)an Authorised Person, each of the Fiscal Agent and the Registrar shall (unless the relevant Issuer gives notice to the Fiscal Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentFiscal Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to each of the Fiscal Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorisedan Authorised Person, the relevant Issuer shall provide the Agent Registrar with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall Registrar shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with 5.4 The Fiscal Agent shall provide Euroclear and and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Fiscal Agent to Euroclear and/or Clearstream, Luxembourg. 5.5 If the Fiscal Agent pays an amount (orthe Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the Payment is not received by the Fiscal Agent on the date the Fiscal Agent pays the Issuer, the Issuer shall repay to the Fiscal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Fiscal Agent of the Payment at a rate quoted at that time by the Fiscal Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Fiscal Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.6 Except in the case of Notes issues where the Fiscal Agent does not act as receiving bank for the Issuer in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Fiscal Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Fiscal Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Fiscal Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 19.8, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 19.8, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Notes and Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 6.4 The Agent shall provide Euroclear and/or Clearstream with the notifications, instructions or information to be given by the Agent to Euroclear and/or Clearstream. 6.5 If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 6.6 Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase 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 's account with Euroclear and/or Clearstream, Luxembourg (or, in Clearstream after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 5.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer unissued Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 3, the Agent is entitled to treat a telephone or facsimile email communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 18.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)Clause 3. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)Clause 18.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with an updated list of authorised signatories and replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer upon request with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 5.4 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 a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance and or receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 Except in the case of issues where the Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (7the "Defaulted Note") In and, as a result, the event of an issue of Notes that are listed on a Stock ExchangeDefaulted Note remains in the Agent's distribution account with Euroclear and/or Clearstream after the Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the Issuer. The Agent shall notify the Issuer immediately of the failure of the Dealer to pay the full purchase price due from it in respect of such issueany Defaulted Note and, send subsequently, shall (a) notify the applicable Final Terms Issuer immediately on receipt from the Dealer of the full purchase price in respect of any Defaulted Note and (b) pay to the relevant Stock Exchange. (8) Execution in facsimile Issuer the amount so received. If by the close of any Notes and any photostatic copying or other duplication business on the third business day following the Issue Date, the Issuer does not provide an instruction to the Agent to deliver the Defaulted Note from the Agent’s distribution account to another account, the Agent shall arrange for the cancellation of the master Temporary Global Defaulted Note or and the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Agent shall notify Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatoriespromptly thereafter.

TERMS OF ISSUE. (1a) The applicable Registrar and the London Issuing Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note in authorized denominations and Conditionsotherwise in accordance with the instructions received by it. (2b) Subject to the procedures set out in the Procedures MemorandumAdministrative Procedures, for the purposes of Subclause 7(1) applicable Registrar and the London Issuing Agent is shall be entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Registrar or London Issuing Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) an Authorized Representative as sufficient instructions and authority of the relevant Issuer Bank for the applicable Registrar and the London Issuing Agent to act in accordance with Subclause 7(1)Section 5, Section 6, Section 8, Section 9 or Section 12 of this Agreement, as applicable. (3) In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7), the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4c) Unless otherwise agreed in writing between the relevant Issuer Bank and the applicable Registrar or London Issuing Agent, as applicable, each Note credited to the applicable Registrar’s or London Issuing Agent’s distribution account with DTC, Euroclear or Clearstream, Luxembourg following the delivery of a Registered Global Note to a custodian of DTC or a common depositary for Euroclear and Clearstream, Luxembourg in accordance with clause (or, in the case v) of Notes in CGN form, such other applicable clearing agencySection 5(a) following of this Agreement or the delivery of a Temporary Bearer Global Note or Permanent Global Noteto a common depositary for Euroclear and Clearstream, Luxembourg in accordance with clause (iv) of Section 6(a) of this Agreement, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held pursuant to the order of the relevant IssuerBank. The applicable Registrar or London Issuing Agent shall procure ensure that the nominal principal amount of Notes which the relevant Purchaser purchaser has agreed to purchase is: (aA) debited from the applicable Registrar’s or London Issuing Agent’s distribution account; and (bB) credited to the securities account of such Purchaser purchaser with Euroclear, DTC or Euroclear or Clearstream, Luxembourg orLuxembourg, in as the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), may be; in each case case, only upon receipt by the applicable Registrar or London Issuing Agent on behalf of the relevant Issuer Bank of the full purchase price due from the relevant Purchaser in purchaser with respect of to such Notes. (5d) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if If on the relevant Issue Date a Purchaser settlement date, the purchaser does not pay the full purchase price due from it in with respect of to any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the applicable Registrar’s or London Issuing Agent’s distribution account with DTC or Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Datesettlement date, the applicable Registrar or London Issuing Agent will shall continue to hold the Defaulted Note pursuant to the order of the relevant IssuerBank. The applicable Registrar or London Issuing Agent shall notify the relevant Issuer Bank forthwith of the failure of the Purchaser purchaser to pay the full purchase price due from it in with respect of to any Defaulted Note and, and subsequently, unless otherwise instructed by the Bank, shall notify cancel or arrange the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect cancellation of such Defaulted Note. (6e) Unless otherwise agreed In the event of an issue of Notes which is to be listed, quoted and/or traded on a Stock Exchange, subject to timely receipt of issuance instructions from the Bank in accordance with the terms of the Administrative Procedures, the London Paying Agent shall promptly, and in any event prior to the settlement date with respect to such issue, send the Pricing Supplement with respect to such Notes to the relevant listing agent. The Agents shall take such actions as may be requested from time to time in writing between by the Bank or the relevant Issuer and listing agent to permit the AgentNotes, if applicable, to be listed, quoted and/or traded on such Stock Exchange. (f) The Administrative Procedures shall not be amended by the Bank without the prior written approval of the relevant Agent or Agents, as applicable. (g) If a Paying Agent pays an amount (the “Advance”) to the relevant Issuer Bank on the basis that a payment (the Payment) has been or will be received from a Purchaser Selling Agent and if the Payment payment is not received by the Paying Agent on the date the Paying Agent pays the relevant IssuerBank, the Paying Agent shall notify the relevant Issuer Bank by facsimile that the Payment payment has not been received and the relevant Issuer Bank shall repay to the Paying Agent the Advance and shall pay interest (at a rate determined in good faith by the Paying Agent to represent its cost of funding the Advance) on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Paying Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)payment. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 5.1 The Principal Paying Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Trust Deed, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Principal Paying Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Principal Paying Agent believes in good faith to be) the authorised representative of the relevant Relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) clause 18.7, or any other list duly provided for the purpose by the Relevant Issuer to the Principal Paying Agent as sufficient instructions and authority of the relevant Relevant Issuer for the Principal Paying Agent to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed a master Global Note held by the Principal Paying Agent on behalf of any the Relevant Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)clause 18.7, the Principal Paying Agent shall (unless the relevant Relevant Issuer gives notice to the Principal Paying Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Relevant Issuer or otherwise until replacements have been provided to the Principal Paying Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Relevant Issuer hereby warrants to the Principal Paying Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Notes and Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Principal Paying Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the 5.4 The Principal Paying Agent, each Note credited to the Agent’s distribution account with shall provide Euroclear and and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg. 5.5 If the Principal Paying Agent pays an amount (orthe Advance) to the Relevant Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the Relevant Issuer, the Relevant Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Relevant Issuer. For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Relevant Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.6 Except in the case of Notes issues where the Principal Paying Agent does not act as receiving bank for the Relevant Issuer in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Relevant Issuer. The Principal Paying Agent shall notify the relevant Relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The Each of the Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Trust Deed, the relevant Global Note (where applicable) and Conditions. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1subclause 3(1) each of the Agent and the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the AgentAgent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 21(9), as sufficient instructions and authority of the relevant Issuer for the Agent or the Registrar to act in accordance with Subclause 7(1)subclause 3(1) save where the Agent or the Registrar has received from the relevant Issuer notice to the effect that such person is no longer an authorised representative of the relevant Issuer. (3) In the event that a person who has signed on behalf of the relevant Issuer any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent or the Registrar, as the case may be, in accordance with Subclause 7(1subclause 5(1) ceases to be authorised as described in Subclause 19(7subclause 21(9), the Agent or the Registrar, as the case may be, shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentAgent or the Registrar, as the case may be) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to each of the Agent and the Registrar that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Bearer Registered Notes and the Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it them which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 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 be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify promptly inform the relevant Dealer and request that the Dealer make good the Payment, failing which the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall shall, upon being requested to do so, repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). (75) In Except in the event case of an issue issues where the Agent does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Notes that are listed being issued, if on the relevant Issue Date a Stock ExchangeDealer does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issueDefaulted Note. If the Defaulted Note is transferred from the Agent’s distribution account with Euroclear and/or Clearstream, send Luxembourg against payment in respect of the applicable Final Terms Defaulted Note (and it shall be deemed to have been in such account unless the Agent has received specific instructions from the relevant Issuer to transfer it to the account of another account holder of Euroclear or Clearstream, Luxembourg), the Agent shall pay to the relevant Stock ExchangeIssuer the amount received by the Agent from Euroclear or Clearstream, Luxembourg (or credited to the relevant cash account of the Agent with Euroclear or Clearstream, Luxembourg) in respect of the Defaulted Note. (8) Execution in facsimile of any Notes 6) The Agent shall, and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually for this purpose is hereby authorised on behalf of the relevant Issuer to, (a) if the Bearer Global Note is a CGN, enter details of a partial exchange of a Temporary Bearer Global Note for a Permanent Bearer Global Note or of a Temporary Bearer Global Note or a Permanent Bearer Global Note, as stated above) shall be binding upon the case may be, for Definitive Bearer Notes and to sign in the relevant Issuer space on the relevant Bearer Global Note recording such exchange, (b) if the Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the same manner case of a total exchange, to cancel the Temporary Bearer Global Note or, as if such Notes were signed manually by such signatoriesthe case may be, Permanent Bearer Global Note.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the relevant Global Note and the Conditions. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) the Agent is entitled to treat a telephone or facsimile communication (subject, in the case of communication by telephone, to confirmation dispatched on the same day by facsimile) from a person purporting to be (and who the Agent, after making reasonable investigation, Agent believes in good faith faith, having made all reasonable enquiries, to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 19.8 as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)the provisions of this Agreement. (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global any Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) the provisions of this Agreement ceases to be authorised as described in Subclause 19(7)Clause 19.8, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon the giving of such person ceasing notification by the relevant Issuer to be authorisedthe Agent as aforesaid, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 6.4 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 be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify relevant Issuer or, failing the relevant Issuer by facsimile that Issuer, the Payment has not been received and the relevant Issuer Guarantor shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that that, upon request, evidence of the basis of such rate is given to the relevant IssuerIssuer and the Guarantor). 6.5 Except in the case of issues where the Agent does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (7the “Defaulted Note”) In and, as a result, the event of an issue of Notes that are listed on a Stock ExchangeDefaulted Note remains in the Agent’s distribution account with the Relevant Clearing System after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issue, send the applicable Final Terms Defaulted Note. 6.6 Each Guarantee delivered to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall Agent will be binding upon the relevant Issuer substantially in the same manner as if such Notes were form set forth in Appendix C hereto and will be signed manually by such signatoriestwo authorised signatories of the Guarantor.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes Bonds delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes Bonds are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsBonds. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone telephone, electronic or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 19.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but Bond held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 19.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes Bonds signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesBonds signed by that person, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, those Bonds shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes Bonds and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes Bonds held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the Notes master Global Bonds so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 6.4 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 a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance and or receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 6.5 Except in the case of issues where the Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Bonds being issued, if on the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Bond (7the Defaulted Bond) In and, as a result, the event of an issue of Notes that are listed on a Stock ExchangeDefaulted Bond remains in the Agent’s distribution account with Euroclear and/or Clearstream, Luxembourg after the Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Bond to the Issue Date order of the Issuer. The Agent shall notify the Issuer immediately of the failure of the Dealer to pay the full purchase price due from it in respect of such issueany Defaulted Bond and, send subsequently, shall (a) notify the applicable Final Terms Issuer immediately on receipt from the Dealer of the full purchase price in respect of any Defaulted Bond and (b) pay to the relevant Stock ExchangeIssuer the amount so received. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 5.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 3, the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 18.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)Clause 3. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 18.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 5.4 This clause only applies when following the settlement procedures set out in Part 1 of Annex 1 of the Procedures Memorandum. If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall promptly repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 This clause only applies when following the settlement procedures set out in Part 1 of Annex 1 of the Procedures Memorandum. Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone telephone, telex or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer and the Guarantors named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 19.7, or any other list duly provided for the purpose by the Issuer and the Guarantors to the Agent, as sufficient instructions and authority of the relevant Issuer and each Guarantor for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 19.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such Upon any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 6.4 If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 6.5 Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The 6.1 Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the relevant Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone telephone, telex or facsimile communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) clause 23.7, or any other list duly provided for the purpose by the Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)clause 3. (3) 6.3 In the event that a person who has signed a master Global Note or master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any the Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)clause 23.7, each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to each of the Principal Paying Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Bearer Registered Notes and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it them which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with 6.4 The Principal Paying Agent shall provide Euroclear and and/or Clearstream, Luxembourg with the notifications, instructions or information to be given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg and the Registrar shall provide DTC with the notifications or information to be given by the Registrar to DTC. 6.5 If the Principal Paying Agent pays an amount (orthe Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the Issuer, the Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 6.6 Except in the case of Notes issues where the Principal Paying Agent does not act as receiving bank for the Issuer in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 5.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 18.8, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 18.8, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall shall, at the request of the Issuer, provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 5.4 This clause only applies when following the settlement procedures set out in Part 1 of Annex 1 of the Procedures Memorandum. If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 This clause only applies when following the settlement procedures set out in Part 1 of Annex 1 of the Procedures Memorandum. Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 19.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 19.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 6.4 If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall promptly repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 6.5 Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Conditions. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) the Agent is entitled to treat a telephone or facsimile email communication from a person purporting to be (and who the Agent, after making reasonable investigation, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1). (3) In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7), the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from is delivered in accordance with the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf written instructions of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such NotesIssuer. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile email that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). (7) In Unless otherwise instructed by, or on behalf of, the relevant Issuer, in the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement Agreement, the Trust Deed and the relevant Global Note and Conditions. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 3.1 the Agent is entitled to treat a telephone telephone, telex or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 19.8 as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)Clause 3.1. (3) 6.3 In the event that a person who has signed on behalf of the Issuer any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) Clause 3.1 ceases to be authorised as described in Subclause 19(7)Clause 19.8, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer upon receipt of such replacement Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 6.4 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 be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify Issuer (failing which the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer Parent) shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). 6.5 Except in the case of issues where the Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (7the Defaulted Note) In and, as a result, the event of an issue of Notes that are listed on a Stock ExchangeDefaulted Note remains in the Agent's distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the Issuer. The Agent shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issue, send the applicable Final Terms to the relevant Stock ExchangeDefaulted Note. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Conditions. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) subclause 3.1 the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of any Issuer and/or the relevant Issuer Guarantor named in the list lists referred to in, or notified pursuant to, Subclause 19(7) subclause 19.7 as sufficient instructions and authority of such Issuer and/or the relevant Issuer Guarantor for the Agent to act in accordance with Subclause 7(1)subclause 3.1. (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global any Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) subclause 3.1 ceases to be authorised as described in Subclause 19(7)subclause 19.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant such Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer upon receipt of such replacement Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 6.4 If the Agent pays an amount (the AdvanceADVANCE) to the relevant Issuer on the basis that a payment (the PaymentPAYMENT) has been, or will be be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that (failing which the Payment has not been received and the relevant Issuer Guarantor) shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant IssuerIssuer and the Guarantor). 6.5 Except in the case of issues where the Agent does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (7the DEFAULTED NOTE) In and, as a result, the event of an issue of Notes that are listed on a Stock ExchangeDefaulted Note remains in the Agent's distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issue, send the applicable Final Terms to the relevant Stock ExchangeDefaulted Note. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Conditions. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1clause 3(1) the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of any Issuer and/or the relevant Issuer Guarantor named in the list lists referred to in, or notified pursuant to, Subclause clause 19(7) as sufficient instructions and authority of such Issuer and/or the relevant Issuer Guarantor for the Agent to act in accordance with Subclause 7(1clause 3(1). (3) In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global any Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1clause 3(1) ceases to be authorised as described in Subclause clause 19(7), the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant such Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer upon receipt of such replacement Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 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 be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that (failing which the Payment has not been received and the relevant Issuer Guarantor) shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant IssuerIssuer and the Guarantor). (75) In Except in the event case of an issue issues where the Agent does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Notes that are listed being issued, if on the relevant Issue Date a Stock ExchangeDealer does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issue, send the applicable Final Terms to the relevant Stock ExchangeDefaulted Note. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Trust Deed, the relevant Global Note and the Conditions. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 3.1 the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 19.8 as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)Clause 3.1. (3) 6.3 In the event that a person who has signed on behalf of the Issuer any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) Clause 3.1 ceases to be authorised as described in Subclause 19(7)Clause 19.8, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer upon receipt of such replacement Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 6.4 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 be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Advance to the Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). 6.5 Except in the case of issues where the Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (7the Defaulted Note) In and, as a result, the event of an issue of Notes that are listed on a Stock ExchangeDefaulted Note remains in the Agent's distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the Issuer. The Agent shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issue, send the applicable Final Terms to the relevant Stock ExchangeDefaulted Note. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone or facsimile e-mail communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 22(7), or any other list duly provided for the purpose by the Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)clause 3. (3) In the event that a person who has signed a master Global Note or master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any the Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7subclause 22(7), each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to each of the Principal Paying Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Bearer Registered Notes and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it them which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with The Principal Paying Agent shall provide Euroclear and and/or Clearstream, Luxembourg (orwith the notifications, in instructions or information to be given by the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, Principal Paying Agent to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Euroclear and/or Clearstream, Luxembourg or, in and the case of Notes in CGN form, such other clearing agency (as specified in Registrar shall provide DTC with the Letter from Lead Manager/Dealer as provided for in Annex C notifications or information to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt be given by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such NotesRegistrar to DTC. (5) Unless otherwise agreed This subclause only applies when following the settlement procedures set out in writing between Part 1A and Part 1B of Annex 1 of the relevant Procedures Memorandum. If the Principal Paying Agent pays an amount (the Advance) to the Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and if the AgentPayment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the Issuer, the Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. (6) This subclause only applies when following the settlement procedures set out in Part 1A and Part 1B of Annex 1 of the Procedures Memorandum. Except in the case of issues where the Principal Paying Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The 6.1 Each of the Principal Paying Agent shall and the Registrar will cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes Covered Bonds delivered to and held by it or them under this Agreement to be maintained in safe custody and shall will ensure that such Notes Covered Bonds are issued only in accordance with the provisions of this Agreement Agreement, the Trust Deed, the Terms and Conditions and, where applicable, the relevant Global Note and ConditionsCovered Bonds. (2) Subject to the procedures set out in the Procedures Memorandum, for 6.2 For the purposes of Subclause 7(1) Article 2 (Appointment of Agents), each of the Principal Paying Agent and the Registrar, as the case may be, is entitled to treat a telephone telephone, electronic or facsimile communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised authorized representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Section 24.7, or any other list duly provided for the purpose by the Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1Article 3 (Issue of Bearer Global Covered Bonds and Registered Global Covered Bonds). (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global NoteCovered Bond, a master Permanent Global Note Covered Bond, a master Registered Global Covered Bond or a Registered Definitive Bearer Notes not yet issued but Covered Bond held by the Principal Paying Agent in accordance with Subclause 7(1) or the Registrar, as the case may be, on behalf of the Issuer ceases to be authorised an authorized representative of the Issuer as described in Subclause 19(7)Section 24.7, the Principal Paying Agent shall or the Registrar will (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be that Notes Covered Bonds signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesCovered Bonds signed by that person, and the relevant Issuer hereby warrants to the Principal Paying Agent and the Registrar that such Notes shall, unless notified as aforesaid, those Covered Bonds will be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorisedan authorized representative of the Issuer, the relevant Issuer shall will provide the Principal Paying Agent with replacement master Temporary Global Notes, master Covered Bond(s) and replacement Permanent Global Notes Covered Bond(s) and (if applicable) will provide the Registrar with replacement master Registered Global Covered Bonds and Registered Definitive Bearer Notes Covered Bonds and the Principal Paying Agent shall and the Registrar, as the case may be, will, upon receipt of such replacements, cancel and destroy the master Temporary Global NotesCovered Bond(s), master Permanent Global Notes Covered Bond(s), master Registered Global Covered Bonds and (if Registered Definitive Covered Bonds, as applicable) Definitive Bearer Notes , held by it them which are signed by such person and shall will provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof thereof, specifying the Notes Covered Bonds so cancelled and destroyed. (4) Unless otherwise agreed in writing between 6.4 Each of the relevant Issuer Principal Paying Agent and the Agent, each Note credited to the Agent’s distribution account with Registrar will provide Euroclear and and/or Clearstream, Luxembourg (orand, in the case of Notes in CGN formthe Registrar, DTC, with the notifications, instructions or information to be given by it to Euroclear and/or Clearstream, Luxembourg and/or DTC, as the case may be. 6.5 Where Registered Global Covered Bonds or Bearer Global Covered Bonds that are CGCBs are to be issued and are to be credited on a delivery against payment basis, unless otherwise agreed, the Principal Paying Agent shall give instructions to Euroclear and/or Clearstream, Luxembourg to credit such other applicable clearing agency) following Covered Bonds represented by the delivery of a Temporary Registered Global Note Covered Bonds or Permanent Bearer Global NoteCovered Bonds, as the case may be, to the Principal Paying Agent's distribution account following the delivery of such Global Covered Bond to the Common Depositary. Each Bearer Covered Bond that is a common depositary orCGCB, or each Registered Global Covered Bond which is so credited to the Principal Paying Agent's distribution account with Euroclear, DTC or Clearstream, Luxembourg, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectivelythe Paying Agent’s account with DTC, shall be held to the order of the Issuer pending delivery to the relevant IssuerDealer on a delivery against payment basis (unless otherwise indicated in the relevant Final Terms) in accordance with the normal procedures of Euroclear, DTC or Clearstream, Luxembourg, as the case may be. The Principal Paying Agent shall procure that on the nominal amount Issue Date and against receipt of Notes which funds from the relevant Purchaser has agreed to purchase is: Dealer(s) (aunless otherwise indicated in the relevant Final Terms) debited from transfer the Agent’s distribution account; and (b) credited proceeds of issue to the securities Issuer to the account of such Purchaser with notified to it by the Issuer and instruct the Common Depositary to instruct Euroclear, DTC or Clearstream, Luxembourg orLuxembourg, in as the case may be, to credit the relevant securities account(s) of Notes in CGN formthe relevant Dealer(s). 6.6 If the Bearer Covered Bonds are NGCBs, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto)Principal Paying Agent shall, in each case only upon receipt by the Agent on behalf of the relevant Issuer of Issuer, instruct the purchase price due from Common Safekeeper to effectuate the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer Global Covered Bond and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 instruct Euroclear and/or and Clearstream, Luxembourg (or, to make the appropriate entries in their records to reflect the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order initial outstanding aggregate principal amount of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith Tranche of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted NoteCovered Bonds. (6) Unless otherwise agreed in writing between 6.7 If the relevant Issuer and the Agent, if the Principal Paying Agent pays an amount (the “Payment Advance”) to the relevant Issuer on the basis that a payment (the “Payment”) has been or will be received from a Purchaser Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall will repay to the Principal Paying Agent the Payment Advance and shall will pay interest on the Payment Advance (or the unreimbursed portion thereof) from (and including) the date such the Payment Advance is made to (but excluding) the earlier of repayment of the Payment Advance and or receipt by the Principal Paying Agent of the Payment (at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Payment Advance provided that evidence of the basis of such rate is given in writing by the Principal Paying Agent to the relevant Issuer). For the avoidance of doubt, the Principal Paying Agent will not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. (7) In 6.8 Except in the event case of an issue where the Principal Paying Agent does not act as receiving bank for the Issuer in respect of Notes that are listed the purchase price of the Covered Bonds being issued, if on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date a Dealer does not pay the full purchase price due from it in respect of any Covered Bond (the “Defaulted Covered Bond”) and, as a result, such issueDefaulted Covered Bond remains in the Principal Paying Agent’s distribution account with DTC and/or Euroclear and/or Clearstream, send Luxembourg after the applicable Final Terms Issue Date, the Principal Paying Agent will continue to hold such Defaulted Covered Bond pursuant to the relevant Stock Exchange. (8) Execution order of the Issuer. The Principal Paying Agent will notify the Issuer immediately of the failure of the Dealer to pay the full purchase price due from it in facsimile respect of any Notes and any photostatic copying or other duplication Defaulted Covered Bond and, subsequently, will (a) notify the Issuer immediately on receipt from the Dealer of the master Temporary Global Note or full purchase price in respect of any Defaulted Covered Bond and (b) pay to the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of Issuer the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatoriesamount so received.

TERMS OF ISSUE. (1) 5.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes or Covered Bonds delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes and Covered Bonds are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes or Global Covered Bonds. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone telephone, e-mail or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 18.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but a master Global Covered Bond held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 18.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes or Covered Bonds signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes or Covered Bonds signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, or Covered Bonds shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes master Global Covered Bonds and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes master Global Covered Bonds held by it which are signed by such that person and and, upon request, shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes and master Global Covered Bonds so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. 5.4 The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 provide Euroclear and/or Clearstream, Luxembourg (orwith the notifications, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, instructions or information to be given by the Agent will continue to hold Euroclear and/or Clearstream, Luxembourg. 5.5 This subclause only applies when following the Defaulted Note to the order settlement procedures set out in Part 1 of Annex 1 of the relevant IssuerProcedures Memorandum. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 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 a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance and or receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.6 This subclause only applies when following the settlement procedures set out in Part 1 of Annex 1 of the Procedures Memorandum. Except in the case of issues where the Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes or Covered Bonds being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (7the Defaulted Note) In or Covered Bond (the event of an issue of Notes that are listed on Defaulted Covered Bond), as applicable, and, as a Stock Exchangeresult, the Defaulted Note or Defaulted Covered Bond remains in the Agent's distribution account with Euroclear and/or Clearstream, Luxembourg after the Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note or Defaulted Covered Bond to the Issue Date order of the Issuer. The Agent shall notify the Issuer immediately of the failure of the Dealer to pay the full purchase price due from it in respect of such issueany Defaulted Note or Defaulted Covered Bond and, send subsequently, shall (a) notify the applicable Final Terms Issuer immediately on receipt from the Dealer of the full purchase price in respect of any Defaulted Note or Defaulted Covered Bond and (b) pay to the relevant Stock ExchangeIssuer the amount so received. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement Agreement, the Trust Deed and the relevant Global Note and the Conditions. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) subclause 6.1 above the Agent is entitled to treat a telephone telephone, telex or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 15.10 below as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)subclause 6.1 above provided that the Agent takes reasonable precautions to verify the accuracy of, and the identity of the person making, such communication before carrying out its tasks hereunder and save where the Agent has received from the Issuer notice to the effect that such person is no longer an authorised representative of the Issuer. (3) 6.3 In the event that a person who has signed on behalf of the Issuer any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) subclause 6.1 above ceases to be authorised as described in Subclause 19(7)Clause 15.10 below, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 6.4 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 be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance (unless prior to this repayment the Payment is received by the Agent) and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a the rate quoted at that time determined by the Agent as representing its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant IssuerAdvance). 6.5 Except in the case of issues where the Agent does not act as receiving bank for the Issuer in respect of the subscription price of the Notes being issued, if on the relevant Issue Date a Dealer does not pay the full subscription price due from it in respect of any Note (7the Defaulted Note) In and, as a result, the event of an issue of Notes that are listed on a Stock ExchangeDefaulted Note remains in the Agent's distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the Issuer. The Agent shall notify the Issuer forthwith of the failure of the Dealer to pay the full subscription price due from it in respect of any Defaulted Note and, subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full subscription price in respect of such issue, send the applicable Final Terms to the relevant Stock ExchangeDefaulted Note. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 5.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 18.7, or any other list duly provided for the purpose by the Issuer to the Agent, as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)clause 3. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)subclause 18.7, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to the Agent that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall shall, at the request of the Issuer, provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. 5.4 This subclause 5.4 only applies when following the settlement procedures set out in Part 1 of Annex 1 of the Procedures Memorandum. If the Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Agent on the date the Agent pays the Issuer, Luxembourg the Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Agent of the Payment at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 5.5 This subclause 5.5 only applies when following the settlement procedures set out in Part 1 of Annex 1 of the Procedures Memorandum. Except in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by issues where the Agent on behalf of does not act as receiving bank for the relevant Issuer in respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The 6.1 Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, believes in good faith to beconfirmed by subsequent facsimile) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 16.7, or any other list duly provided for the purpose by the Issuer to the Principal Paying Agent and the Registrar, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar, as the case may be, to act in accordance with Subclause 7(1)Clause 3. (3) 6.3 In the event that a person who has signed a master Global Note or master Definitive Registered Note held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any the Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)Clause 22.7, each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to each of the Principal Paying Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) shall provide the Registrar with a replacement master Registered Global Note and master Definitive Bearer Notes Registered Note and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. 6.4 The Principal Paying Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 provide Euroclear and/or Clearstream, Luxembourg (orwith the notifications, in instructions or information to be given by the case of Notes in CGN formPrincipal Paying Agent to Euroclear and/or Clearstream, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted NoteLuxembourg. (6) Unless otherwise agreed in writing between 6.5 If the relevant Issuer and the Agent, if the Principal Paying 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 a Purchaser Dealer and if the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance and or receipt by the Principal Paying Agent of the Payment (at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. (7) In 6.6 Except in the event case of an issue issues where the Principal Paying Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes that are listed being issued, if on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date a Dealer does not pay the full purchase price due from it in respect of such issueany Note (the "Defaulted Note") and, send as a result, the applicable Final Terms Defaulted Note remains in the Principal Paying Agent's distribution account with Euroclear and/or Clearstream, Luxembourg after the Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the relevant Stock Exchange. (8) Execution order of the Issuer. The Principal Paying Agent shall notify the Issuer immediately of the failure of the Dealer to pay the full purchase price due from it in facsimile respect of any Notes and any photostatic copying or other duplication Defaulted Note and, subsequently, shall: (a) notify the Issuer immediately on receipt from the Dealer of the master Temporary Global Note or full purchase price in respect of any Defaulted Note; and (b) pay to the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of Issuer the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatoriesamount so received.

TERMS OF ISSUE. (1) The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Terms and Conditions. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1Clause 3(1) the Agent is entitled to treat a telephone telephone, telex or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, Agent believes in good faith to be) the authorised authorized representative of the relevant Issuer Corporation named in the list lists referred to in, or notified pursuant to, Subclause 19(7Clause 17(7) as sufficient instructions and authority of the relevant Issuer Corporation for the Agent to act in accordance with Subclause 7(1Clause 3(l). (3) In the event that a person who has signed on behalf of the Corporation any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1Clause 3(1) ceases to be authorised authorized as described in Subclause 19(7Clause 17(7), the Agent shall (unless the relevant Issuer Corporation gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer Corporation or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer Corporation hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant IssuerCorporation. Promptly upon such person ceasing to be authorisedauthorized, the relevant Issuer Corporation shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer upon receipt of such replacement Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer Corporation a confirmation of destruction in respect thereof specifying the Notes so cancelled canceled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if If the Agent pays an amount (the "Advance") to the relevant Issuer Corporation on the basis that a payment (the "Payment") has been, or will be be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant IssuerCorporation, the Agent shall notify the relevant Issuer Corporation by tested telex or facsimile that the Payment has not been received and the relevant Issuer Corporation shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant IssuerAdvance). (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) 6.1 The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the relevant Global Note and the Conditions. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) the Agent is entitled to treat a telephone or facsimile communication (subject, in the case of communication by telephone, to confirmation dispatched on the same day by facsimile) from a person purporting to be (and who the Agent, after making reasonable investigation, Agent believes in good faith faith, having made all reasonable enquiries, to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 19.8 as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1)the provisions of this Agreement. (3) 6.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global any Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) the provisions of this Agreement ceases to be authorised as described in Subclause 19(7)Clause 19.8, the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon the giving of such person ceasing notification by the relevant Issuer to be authorisedthe Agent as aforesaid, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 6.4 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 be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify relevant Issuer or, failing the relevant Issuer by facsimile that Issuer, the Payment has not been received and the relevant Issuer Guarantor shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that that, upon request, evidence of the basis of such rate is given to the relevant IssuerIssuer and the Guarantor). 6.5 Except in the case of issues where the Agent does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Notes being issued, if on the relevant Issue Date a Dealer does not pay the full purchase price due from it in respect of any Note (7the “Defaulted Note”) In and, as a result, the event of an issue of Notes that are listed on a Stock ExchangeDefaulted Note remains in the Agent’s distribution account with the Relevant Clearing System after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issue, send the applicable Final Terms Defaulted Note. 6.6 Each Guarantee delivered to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall Agent will be binding upon the relevant Issuer substantially in the same manner as if such Notes were form set forth in Appendix C hereto and will be signed manually by such signatoriestwo authorised signatories of the Guarantor.

TERMS OF ISSUE. (1) The 5.1 Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes and/or Certificates delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Global Notes, Definitive Bearer Notes and/or Certificates are issued only in accordance with the provisions of this Agreement and Agreement, the Trust Deed, the Conditions and, where applicable, the relevant Global Note and ConditionsNotes. (2) 5.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone or facsimile electronic communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) Clause 21.8, or any other list duly provided for the purpose by the Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)Clause 3. (3) 5.3 In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Definitive Bearer Note or Definitive Bearer Notes not yet issued but a Certificate held by the Principal Paying Agent in accordance with Subclause 7(1) or the Registrar, as the case may be, on behalf of the Issuer ceases to be authorised as described in Subclause 19(7)Clause 21.8, the Principal Paying Agent or the Registrar, as the case may be, shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Global Notes, Definitive Bearer Notes and/or Certificates signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such Global Notes, Definitive Bearer Notes and/or Certificates signed by that person, and the relevant Issuer hereby warrants to each of the Principal Paying Agent and the Registrar that such those Global Notes, Definitive Bearer Notes shall, unless notified as aforesaid, and/or Certificates shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and shall provide the Registrar with replacement Certificates and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and/or Certificates, as the case may be, held by it which are signed by such that person and shall provide to the relevant Issuer Issuer, upon request, with a confirmation certificate of destruction in respect thereof destruction, specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent master Global Note, Definitive Bearer Notes and/or Certificates, as the case may be, so cancelled and destroyed. 5.4 The Principal Paying Agent shall provide Euroclear and/or Clearstream, Luxembourg with the notifications, instructions or information to a common depositary orbe given by the Principal Paying Agent to Euroclear and/or Clearstream, Luxembourg. 5.5 This Clause only applies when following the settlement procedures set out in Part 1 and Part 2 of Schedule 1 of the Procedures Memorandum. If the Principal Paying Agent or the Registrar, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, 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 a Purchaser Dealer and if the Payment is not received by the Principal Paying Agent or the Registrar, as the case may be, on the date the Principal Paying Agent or the Registrar, as the case may be, pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Principal Paying Agent or the Registrar, as the case may be, the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such the Advance is made to (but excluding) the earlier of repayment of the Advance and or receipt by the Principal Paying Agent or the Registrar, as the case may be, of the Payment (at a rate quoted at that time by the Principal Paying Agent or the Registrar, as the case may be, as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). For the avoidance of doubt, the Principal Paying Agent or the Registrar, as the case may be, shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. (7) In 5.6 This Clause only applies when following the event settlement procedures set out in Part 1 and Part 2 of an issue Schedule 1 of the Procedures Memorandum. Except in the case of issues where the Principal Paying Agent or the Registrar, as the case may be, does not act as receiving bank for the Issuer in respect of the purchase price of the Notes that are listed being issued, if on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date a Dealer does not pay the full purchase price due from it in respect of such issueany Note (the “Defaulted Note”) and, send as a result, the applicable Final Terms Defaulted Note remains in the Principal Paying Agent’s or the Registrar’s distribution account with Euroclear and/or Clearstream, Luxembourg after the Issue Date, the Principal Paying Agent or the Registrar, as the case may be, will continue to hold the Defaulted Note to the relevant Stock Exchange. (8) Execution order of the Issuer. The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer immediately of the failure of the Dealer to pay the full purchase price due from it in facsimile respect of any Notes and any photostatic copying or other duplication Defaulted Note and, subsequently, shall (a) notify the Issuer immediately on receipt from the Dealer of the master Temporary Global full purchase price in respect of any Defaulted Note and (b) pay to the Issuer the amount so received. Unless otherwise agreed between the Principal Paying Agent or the master Permanent Global Note (Registrar, as the case may be, and the Issuer, if the full purchase price in unauthenticated form, but executed manually on behalf respect of the relevant Defaulted Note has not been received by close of business on the third Business Day following the Issue Date, the Issuer hereby instructs the Agent or the Registrar, as stated above) shall be binding upon the relevant Issuer case may be, to cancel the Defaulted Note and the Agent or the Registrar, as the case may be, shall, as soon as reasonably practicable thereafter, confirm cancellation of the Defaulted Note to the Issuer. For the purposes of this Clause, “Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the same manner as if such Notes were signed manually by such signatoriesLondon.

TERMS OF ISSUE. (1) The Each of the Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Trust Deed, the relevant Global Note (where applicable) and Conditions. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1subclause 3(1) each of the Agent and the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the AgentAgent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 21(9), as sufficient instructions and authority of the relevant Issuer for the Agent or the Registrar to act in accordance with Subclause 7(1)subclause 3(1) save where the Agent or the Registrar has received from the relevant Issuer notice to the effect that such person is no longer an authorised representative of the relevant Issuer. (3) In the event that a person who has signed on behalf of the relevant Issuer any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent or the Registrar, as the case may be, in accordance with Subclause 7(1subclause 5(1) ceases to be authorised as described in Subclause 19(7subclause 21(9), the Agent or the Registrar, as the case may be, shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentAgent or the Registrar, as the case may be) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to each of the Agent and the Registrar that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Permanent Bearer Global Notes and shall provide the Registrar with replacement master Registered Global Notes and Definitive Bearer Registered Notes and the Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it them which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Global Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agencyThis Clause 5(4) only applies when following the delivery settlement procedures set out in Part 1 and Part 2 of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order Annex 1 of the relevant IssuerProcedures Memorandum. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if 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 be, received from a Purchaser Dealer and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify promptly inform the relevant Dealer and request that the Dealer make good the Payment, failing which the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall shall, upon being requested to do so, repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). (75) In This Clause 5(5) only applies when following the event settlement procedures set out in Part 1 and Part 2 of an issue Annex 1 of the Procedures Memorandum. Except in the case of issues where the Agent does not act as receiving bank for the relevant Issuer in respect of the purchase price of the Notes that are listed being issued, if on the relevant Issue Date a Stock ExchangeDealer does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Agent will promptly, and in any event prior continue to hold the Defaulted Note to the Issue Date order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issueDefaulted Note. If the Defaulted Note is transferred from the Agent’s distribution account with Euroclear and/or Clearstream, send Luxembourg against payment in respect of the applicable Final Terms Defaulted Note (and it shall be deemed to have been in such account unless the Agent has received specific instructions from the relevant Issuer to transfer it to the account of another account holder of Euroclear or Clearstream, Luxembourg), the Agent shall pay to the relevant Stock ExchangeIssuer the amount received by the Agent from Euroclear or Clearstream, Luxembourg (or credited to the relevant cash account of the Agent with Euroclear or Clearstream, Luxembourg) in respect of the Defaulted Note. (8) Execution in facsimile of any Notes 6) The Agent shall, and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually for this purpose is hereby authorised on behalf of the relevant Issuer to, (a) if the Bearer Global Note is a CGN, enter details of a partial exchange of a Temporary Bearer Global Note for a Permanent Bearer Global Note or of a Temporary Bearer Global Note or a Permanent Bearer Global Note, as stated above) shall be binding upon the case may be, for Definitive Bearer Notes and to sign in the relevant Issuer space on the relevant Bearer Global Note recording such exchange, (b) if the Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the same manner case of a total exchange, to cancel the Temporary Bearer Global Note or, as if such Notes were signed manually by such signatoriesthe case may be, Permanent Bearer Global Note.

TERMS OF ISSUE. (1) The 6.1 Each of the Principal Paying Agent and the Registrar shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the Trust Deed, the Conditions and, where applicable, the relevant Global Note Notes and ConditionsGlobal Certificates. (2) 6.2 Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) clause 3, each of the Principal Paying Agent and the Registrar is entitled to treat a telephone or facsimile communication from a person purporting to be (and who whom the AgentPrincipal Paying Agent or the Registrar, after making reasonable investigationas the case may be, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) subclause 22.7, or any other list duly provided for the purpose by the Issuer to the Principal Paying Agent or the Registrar, as the case may be, as sufficient instructions and authority of the relevant Issuer for the Principal Paying Agent or the Registrar to act in accordance with Subclause 7(1)clause 3. (3) 6.3 In the event that a person who has signed a master Global Note, master Global Certificate or master Certificate held by the Principal Paying Agent or the Registrar, as the case may be, on behalf of any the Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7)subclause 22.7, each of the Principal Paying Agent and the Registrar shall (unless the relevant Issuer gives notice to the Principal Paying Agent or the Registrar, as the case may be, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the AgentPrincipal Paying Agent or the Registrar, as the case may be) continue to have authority to issue any such NotesNotes signed by that person, and the relevant Issuer hereby warrants to each of the Principal Paying Agent and the Registrar that such those Notes shall, unless notified as aforesaid, shall be valid and binding obligations of the relevant Issuer. Promptly upon such any person ceasing to be authorised, the relevant Issuer shall provide the Principal Paying Agent with replacement master Temporary Global Notes, master Permanent Bearer Global Notes and (if applicable) Definitive master Permanent Bearer Global Notes and shall provide the Registrar with replacement master Global Certificates and master Certificates and the Principal Paying Agent shall and the Registrar, as the case may be, shall, upon receipt of such replacements, cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it them which are signed by such that person and shall provide to the relevant Issuer with a confirmation certificate of destruction in respect thereof destruction, specifying the master Notes so cancelled and destroyed. 6.4 If the Principal Paying Agent pays an amount (4the Advance) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear Issuer on the basis that a payment (the Payment) has been or will be received from a Dealer and Clearstreamif the Payment is not received by the Principal Paying Agent on the date the Principal Paying Agent pays the Issuer, Luxembourg the Issuer shall repay to the Principal Paying Agent the Advance and shall pay interest on the Advance (oror the unreimbursed portion thereof) from (and including) the date the Advance is made to (but excluding) the earlier of repayment of the Advance or receipt by the Principal Paying Agent of the Payment at a rate quoted at that time by the Principal Paying Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt, the Principal Paying Agent shall not be obliged to pay any amount to the Issuer if it has not received satisfactory confirmation that it is to receive the amount from a Dealer. 6.5 Except in the case of Notes issues where the Principal Paying Agent does not act as receiving bank for the Issuer in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer respect of the purchase price due from of the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the AgentNotes being issued, if on the relevant Issue Date a Purchaser Dealer does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Principal Paying Agent’s 's distribution account with Euroclear and/or Clearstream, Luxembourg (or, in after the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Principal Paying Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Principal Paying Agent shall notify the relevant Issuer forthwith immediately of the failure of the Purchaser Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall (a) notify the relevant Issuer forthwith upon immediately on receipt from the Purchaser Dealer of the full purchase price in respect of such any Defaulted Note. Note and (6b) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) pay to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer)amount so received. (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

TERMS OF ISSUE. (1) The Principal Agent and Registrar shall cause all Bearer Temporary Global Notes, Bearer Permanent Global Notes Notes, Bearer Definitive Notes, Registered Global Certificates and Registered Definitive Bearer Notes Certificates that are delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and Agreement, the relevant Global Note and the Terms and Conditions. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) Clause 5(1), the Principal Agent is and Registrar are entitled to treat a telephone telephone, , email or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, Principal Agent or Registrar believes in good faith to be) the authorised authorized representative of the relevant Issuer named in the list lists referred to in, or notified pursuant to, Subclause 19(7Clause 21(7) as sufficient instructions and authority of the relevant Issuer for the Principal Agent or Registrar, as applicable, to act in accordance with Subclause 7(1Clause 5(l). (3) In the event that If a person who has signed on behalf of the Issuer any Issuer a master Temporary Global Note, a master Permanent Global Bearer Note or Definitive Bearer Notes Registered Certificate not yet issued but held by the Principal Agent or Registrar in accordance with Subclause 7(1Clause 5(1) ceases to be authorised authorized as described in Subclause 19(7Clause 21(7), the Principal Agent shall or Registrar, as applicable (unless the relevant Issuer gives notice to the Principal Agent or Registrar, as applicable, that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) Principal Agent or Registrar, as applicable), shall continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Principal Agent and Registrar that such Notes shallshall be, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorisedauthorized, the relevant Issuer shall provide the Principal Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and or Registered Certificates (as applicable). Upon receipt of such replacement Bearer Notes or Registered Certificates, the Principal Agent or Registrar, as applicable, shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes or Registered Certificates held by it which are signed by such person and upon written request shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Bearer Notes or Registered Certificates so cancelled and destroyed. (4) Unless otherwise agreed in writing between If the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase 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 Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Principal Agent pays an amount (the “Advance”) to the relevant Issuer on the basis that a payment (the “Payment”) has been, or will be be, received from a Purchaser Dealer and if the Payment is not received by the Principal Agent on the date the Principal Agent pays the relevant Issuer, the Principal Agent shall notify the relevant Issuer by tested facsimile or email that the Payment has not been received and the relevant Issuer shall repay to the Principal Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Principal Agent of the Payment (at a rate quoted at that time by the Principal Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant IssuerAdvance). (75) In Except in the event case of an issue issues where the Principal Agent does not act as receiving bank for the Issuer in respect of the purchase price of the Notes that are listed being issued, if on the relevant Issue Date, a Stock ExchangeDealer does not pay the full purchase price due from it in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted Note remains in the Principal Agent’s distribution account with Euroclear and/or Clearstream, Luxembourg after such Issue Date, the Principal Agent will promptly, and in any event prior continue to hold the Defaulted Note pursuant to the Issue Date order of the Issuer. The Principal Agent shall notify the Issuer forthwith of the failure of the Dealer to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the Issuer forthwith upon receipt from the Dealer of the full purchase price in respect of such issue, send the applicable Final Terms Defaulted Note and to pay to the relevant Stock ExchangeIssuer the amount so received. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.