Common use of Cancellation of Notes Clause in Contracts

Cancellation of Notes. 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full and all Notes which have transferred will be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchanged. Each of the Paying Agents shall give to the Fiscal Agent details of all payments by it and shall deliver all cancelled Notes to the Fiscal Agent (or as the Fiscal Agent may specify). Where Notes are purchased by or on behalf of the Issuer or the Guarantor, the Issuer or, as the case may be, the Guarantor, will promptly notify the Fiscal Agent in writing of all Notes it has purchased. 14.2 The Fiscal Agent shall (i) keep full and complete records of (such records to be made available to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable): (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled; (c) the aggregate amount paid in respect of interest on the Notes; and (d) (in the case of Definitive Notes) the serial numbers of the Notes. 14.3 The Fiscal Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes and, upon written request, shall furnish the Issuer and the Guarantor with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyed. 14.4 The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 Without prejudice to the obligations of the Fiscal Agent under subclause 14.2, the Fiscal Agent shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent shall at all reasonable times make the record available to the Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it. 14.6 The Fiscal Agent is authorised by the Issuer and instructed to in the case of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1.

Cancellation of Notes. 14.1 16.1 All Notes which are redeemed, all Global Notes which are exchanged in full and all Notes which have been transferred will shall be cancelled by the Paying Agent by or to which they are redeemed, exchanged, transferred or exchangedpaid. In addition, the Issuer shall as soon as reasonably practicable upon request notify the Principal Paying Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, and such Notes shall be cancelled by the Agent to which they are surrendered. Each of the Paying Agents shall give to the Fiscal Principal Paying Agent details of all payments made by it and shall deliver all cancelled Notes to the Fiscal Principal Paying Agent (or as the Fiscal Principal Paying Agent may specify). Where Notes are purchased by or on behalf of . 16.2 The Principal Paying Agent shall deliver to the Issuer and the Trustee as soon as reasonably practicable following any payment, cancellation or the Guarantor, the Issuer orreplacement, as the case may be, on receipt of a request for the Guarantor, will promptly notify the Fiscal Agent in writing of all Notes it has purchased. 14.2 The Fiscal Agent shall (i) keep full and complete records of (such records to be made available to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) same a certificate stating (as applicable):stating: (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of interest on them; (b) the number of Notes cancelled; (c) the aggregate amount paid in respect of interest on the Notes; and (dc) (in the case of Definitive Notes) the serial numbers of the Notes. 14.3 16.3 The Fiscal Principal Paying Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes and, upon written requestif so requested by the Issuer, shall furnish send to the Issuer and the Guarantor with a certificate of destruction containing written particulars of stating the serial numbers of the Notes so (in the case of Definitive Notes) destroyed. 14.4 The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 16.4 Without prejudice to the obligations of the Fiscal Principal Paying Agent under subclause 14.2Clause 16.2, the Fiscal Principal Paying Agent shall keep a full and complete record of all Notes, Notes and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other its Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, Notes issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Principal Paying Agent shall at all reasonable times make the record available to the Issuer, the Guarantor Trustee and any persons authorised by either of them it for inspection and for the taking of copies of it or extracts from it. 14.6 The Fiscal Agent is authorised by the Issuer and instructed to in the case of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1.

Cancellation of Notes. 14.1 All Notes which are redeemed, redeemed and all Global Notes Certificates which are exchanged in full (in accordance with the provisions of clause 3.2) will be cancelled, and all Certificates which are surrendered in connection with the redemption or transfer of any Notes which have transferred will shall be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchangedsurrendered. Each of the Paying Agents shall give to the Fiscal Agent Registrar details of all payments made by it and shall deliver all cancelled Notes Certificates to the Fiscal Agent Registrar (or as the Fiscal Agent Registrar may specify). Where Notes are purchased by or on behalf of the Issuer or the GuarantorIssuer, the Issuer or, as the case may be, the Guarantor, will promptly immediately notify the Fiscal Agent in writing of all Notes it has purchasedpurchased and will procure that such Notes are promptly cancelled and that the Certificates evidencing such Notes are delivered to the Registrar or its authorised agent. 14.2 The If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Fiscal Agent shall (i) keep full and complete records instructions in the form agreed to by the Fiscal Agent confirming the details of (such records the Notes to be made available cancelled. The Issuer shall provide the instructions to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give Fiscal Agent no later than two Business Days prior to the Issuer date on which the Notes are intended to be purchased and cancelled. Once the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable): (a) the aggregate nominal amount of Notes which have been redeemed and received by the aggregate amount paid in respect of them; (b) Fiscal Agent, it will request the number of Notes cancelled; (c) the aggregate amount paid in respect of interest on the Notes; and (d) (in the case of Definitive Notes) the serial numbers immediate cancellation of the Notes.Notes.‌ 14.3 The Fiscal Agent Registrar or its authorised agent shall (unless otherwise instructed by record the Issuer cancellation of any Notes in writing) the relevant register, shall destroy the Certificates evidencing all cancelled Notes and, upon written request, shall furnish the Issuer and the Guarantor Fiscal Agent with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyedCertificates that evidenced the cancelled Notes. 14.4 The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 Without prejudice to the obligations of the Fiscal Agent under subclause 14.2, the Fiscal Agent shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent shall at all reasonable times make the record available to the Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it. 14.6 The Fiscal Agent is authorised by the Issuer and instructed to in the case of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1.

Cancellation of Notes. 14.1 All Notes which are redeemed, all Global Notes Certificates which are exchanged in full (in accordance with the provisions of clause 3.2) and all Notes which have transferred been Written-Down in full in accordance with Condition 6.1 will be cancelled, and all Certificates which are surrendered in connection with the redemption or transfer or Write-Down in full of any Notes shall be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchangedsurrendered. Each of the Paying Agents shall give to the Fiscal Agent Registrar details of all payments made by it and shall deliver all cancelled Notes Certificates to the Fiscal Agent Registrar (or as the Fiscal Agent Registrar may specify). Where Notes are purchased by or on behalf of the Issuer or the GuarantorIssuer, the Issuer or, as the case may be, the Guarantor, will promptly immediately notify the Fiscal Agent in writing of all Notes it has purchasedpurchased and will procure that such Notes are promptly cancelled and that the Certificates evidencing such Notes are delivered to the Registrar or its authorised agent. 14.2 The If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Fiscal Agent shall (i) keep full and complete records instructions in the form agreed to by the Fiscal Agent confirming the details of (such records the Notes to be made available cancelled. The Issuer shall provide the instructions to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give Fiscal Agent no later than two Business Days prior to the Issuer date on which the Notes are intended to be purchased and cancelled. Once the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable): (a) the aggregate nominal amount of Notes which have been redeemed and received by the aggregate amount paid in respect of them; (b) Fiscal Agent, it will request the number of Notes cancelled; (c) the aggregate amount paid in respect of interest on the Notes; and (d) (in the case of Definitive Notes) the serial numbers immediate cancellation of the Notes. 14.3 The Fiscal Agent Registrar or its authorised agent shall (unless otherwise instructed by record the Issuer cancellation of any Notes in writing) the relevant register, shall destroy the Certificates evidencing all cancelled Notes and, upon written request, shall furnish the Issuer and the Guarantor Fiscal Agent with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyedCertificates that evidenced the cancelled Notes. 14.4 The Fiscal For the avoidance of doubt, no Agent shall instruct Euroclear and Clearstreamshall: (a) be liable to any party for any loss, Luxembourg claim or demand incurred as a result of, or in connection with, any non-payment or cancellation of interest or other amounts, any cancellation of Notes or Write-Down pursuant to make appropriate entries in their records in respect of all Notes which are cancelled.Condition 6.1 or Condition 6.2; 14.5 Without prejudice to the obligations of the Fiscal Agent under subclause 14.2, the Fiscal Agent shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer (b) be responsible for any calculation or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent shall at all reasonable times make the record available to the Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it. 14.6 The Fiscal Agent is authorised by the Issuer and instructed to in the case verification of any Global Note which is held under calculation in connection with any Write-Down (including any Write-Down Amount) or Write-Up (including the NSSamount of any Write-Up); or (c) have any responsibility for determining whether a Trigger Event, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption Non-Viability Event or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer Capital Disqualification Event has notified the Fiscal Agent of the same in accordance with subclause 14.1occurred.

Cancellation of Notes. 14.1 14.1. All Notes which are redeemed, all Global Notes which are exchanged in full and all Notes which have transferred will be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchanged. Each of the Paying Agents shall give to the Fiscal Agent details of all payments by it and shall deliver all cancelled Notes to the Fiscal Agent (or as the Fiscal Agent may specify). Where Notes are purchased by or on behalf of the Issuer or the Guarantor, the Issuer or, as the case may be, the Guarantor, will promptly notify the Fiscal Agent in writing of all Notes it has purchased. If the Issuer intends to purchase any of its Notes for cancellation, the Issuer shall provide the Fiscal Agent instructions in the form agreed by the Fiscal Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Fiscal Agent no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by the Fiscal Agent, it will request the immediate cancellation of the Notes. 14.2 14.2. The Fiscal Agent shall (i) keep full and complete records of (such records to be made available to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable): (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled; (c) the aggregate amount paid in respect of interest on the Notes; and (d) (in the case of Definitive Notes) the serial numbers of the Notes. 14.3 14.3. The Fiscal Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes and, upon written request, shall furnish the Issuer and the Guarantor with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyed. 14.4 14.4. The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 14.5. Without prejudice to the obligations of the Fiscal Agent under subclause 14.2, the Fiscal Agent shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent shall at all reasonable times make the record available to the Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it.. 0012034-0005581 UKO2: 2009660763.9 18 14.6 14.6. The Fiscal Agent is authorised by the Issuer and instructed to in the case of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1.

Cancellation of Notes. 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full and all Notes which have transferred will be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchanged. Each of the Paying Agents shall give to the Fiscal Agent details of all payments by it and shall deliver all cancelled Notes to the Fiscal Agent (or as the Fiscal Agent may specify). Where Notes are purchased by or on behalf of the Issuer or the Guarantor, the Issuer or, as the case may be, the Guarantor, will promptly notify the Fiscal Agent in writing of all Notes it has purchased. 14.2 The Fiscal Agent shall (i) keep full and complete records of (such records to be made available to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable): (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled; (c) the aggregate amount paid in respect of interest on the Notes; and (d) (in the case of Definitive Notes) the serial numbers of the Notes. 14.3 The Fiscal Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes and, upon written request, shall furnish the Issuer and the Guarantor with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyed. 14.4 The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled.. 0012034-0005142 UKO2: 2001934267.5 17 14.5 Without prejudice to the obligations of the Fiscal Agent under subclause 14.2, the Fiscal Agent shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent shall at all reasonable times make the record available to the Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it. 14.6 The Fiscal Agent is authorised by the Issuer and instructed to in the case of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1.

Cancellation of Notes. 14.1 (a) All Notes which are redeemed, all Global Notes which are exchanged in full and all Notes which have transferred will redeemed pursuant to the provisions of this Agreement shall be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchanged. Each Securities Administrator upon the Securities Administrator acquiring possession of the Paying Agents security certificates representing such Notes. (b) A certificate stating the following shall give be given to the Fiscal Agent details Bank by the Securities Administrator as soon as reasonably practicable after receipt by the Securities Administrator of all payments by it and shall deliver all cancelled Notes to the Fiscal Agent (or as the Fiscal Agent may specify). Where Notes are purchased by or on behalf of the Issuer or the Guarantor, the Issuer or, as the case may be, the Guarantor, will promptly notify the Fiscal Agent in writing of all Notes it has purchased.written request therefor: 14.2 The Fiscal Agent shall (i) keep full and complete records of (such records to be made available to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable): (a) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (bii) the number of Notes cancelled;; and (ciii) the aggregate amount paid in with respect of to interest on the Notes; and. (c) Subject to being duly notified in due time, the Securities Administrator shall, upon the written request of the Bank, give a certificate to the Bank, within three months of the date of redemption and cancellation of Notes as aforesaid, stating the principal amount of Notes so redeemed and cancelled. (d) The Securities Administrator shall dispose of (in the case of Definitive Notesaccordance with its customary procedures) the serial numbers of the Notes. 14.3 The Fiscal Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes and, following destruction, furnish the Bank upon its written request, shall furnish the Issuer and the Guarantor with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyeddisposed of. 14.4 The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 (e) Without prejudice to the obligations of the Fiscal Agent under subclause 14.2Securities Administrator pursuant to Section 17(b), the Fiscal Agent Securities Administrator shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case may be) Notes and of all replacement Notes, Notes issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent Securities Administrator shall at all reasonable times upon reasonable prior request make the such record available to the Issuer, the Guarantor Bank and any persons authorised person authorized by either any of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 14.6 The Fiscal Agent is authorised by (f) All records and certificates made or given pursuant to this Section 17 and Section 18 shall make a distinction between Notes of the Issuer and instructed to in the case of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellationClass, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1appropriate.

Cancellation of Notes. 14.1 11.1 All Certificates in respect of Notes issued in uncertificated form, which are redeemed, all Global Notes which are exchanged in full and all Notes which have transferred will be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchangedreplaced, shall, upon their surrender to the Transfer Agent, be cancelled by the Transfer Agent. Each The Transfer Agent shall, in respect of Notes issued in uncertificated form, notify the Central Securities Depository and the Issuer in the form of a certificate as contemplated in 11.2 below, whereafter the Issuer shall notify the JSE of any cancellation of Notes, so that the both the Central Securities Depository and the JSE can record the reduction in the aggregate Principal Amount of the Paying Agents shall give to the Fiscal Agent details of all payments by it and shall deliver all cancelled Notes to the Fiscal Agent (or as the Fiscal Agent may specify). Where Notes are purchased by or on behalf of the Issuer or the Guarantor, the Issuer or, as the case may be, the Guarantor, will promptly notify the Fiscal Agent in writing of all Notes it has purchasedissue. 14.2 The Fiscal Agent shall (i) keep full and complete records of (such records to be made available to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a 11.2 A certificate stating (as applicable):stating (a) 11.2.1 the aggregate nominal amount Principal Amount of Notes which have been redeemed redeemed, transferred or replaced and the aggregate amount paid in respect of themthereof; (b) 11.2.2 the number of Notes cancelled;cancelled and the serial numbers of any Certificates; and (c) 11.2.3 the aggregate amount paid in respect of interest on such Notes, shall be given to the Notes; and (d) (in Issuer by the Transfer Agent as soon as reasonably practicable after the date of such repayment or, as the case of Definitive Notes) the serial numbers of the Notesmay be, payment, transfer, replacement or exchange. 14.3 11.3 The Fiscal Transfer Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all Certificates in respect of cancelled certificated Notes and, as soon as reasonably practicable upon written requestdestruction, shall furnish the Issuer and the Guarantor with a certificate of destruction containing written particulars of the serial numbers of the cancelled Notes so destroyedrepresented by a Certificate. 14.4 The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 11.4 Without prejudice to the obligations of the Fiscal Transfer Agent under subclause 14.2pursuant to 11.2, the Fiscal Transfer Agent shall keep a full and complete record of all Notes, each Sub-Series of Notes and of their redemption, purchase by or on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement exchange (as the case may be) and of all replacement Notes, certificated Notes issued in substitution for mutilated, defaced, destroyed, lost or stolen certificated Notes. The Fiscal Transfer Agent shall at all reasonable times make the such record available to the Issuer, the Guarantor Issuer and any persons authorised by either of them it, for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 14.6 11.5 The Fiscal Transfer Agent is authorised acknowledges that all forms of Notes delivered to and held by the Issuer it pursuant to this Agreement are held by it as custodian only and instructed it shall not be entitled to in the case and shall not claim, any lien or other security interest therein. The Transfer Agent shall further only use such forms of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same Certificates in accordance with subclause 14.1this Agreement, take security measures to prevent theft, loss, destruction and keep an inventory of all such forms and make it available to the Issuer at all times.

Cancellation of Notes. 14.1 All 5.1 The Issuer shall procure that all Notes (i) which are redeemedhave been redeemed in full or (ii) (in the case of Definitive Notes) which, being mutilated or defaced, have been surrendered and replaced pursuant to Class A Condition 11, Class B Condition 12 or Class C Condition 12 (together in each case (in the case of Definitive Notes) with all Global Notes which are unmatured Coupons and any unexchanged Talons attached thereto or delivered therewith) and all Talons exchanged in full accordance with the Conditions and all Notes which Coupons paid in accordance with the Conditions or which, being mutilated or defaced, have transferred will been surrendered and replaced pursuant to Class A Condition 11, Class B Condition 12 or Class C Condition 12 shall forthwith be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchanged. Each of the Paying Agents shall give to the Fiscal Agent details of all payments by it and shall deliver all cancelled Notes to the Fiscal Agent (or as the Fiscal Agent may specify). Where Notes are purchased by or on behalf of the Issuer or and a certificate stating (a) the Guarantor, aggregate principal amount of the Issuer Definitive Notes which have been redeemed in full and the aggregate amounts in respect of Coupons which have been paid or, as the case may berequire, the Guarantor, will promptly notify aggregate amounts of principal and interest paid in respect of the Fiscal Agent in writing Global Notes (b) the serial numbers of all such Definitive Notes it has purchased. 14.2 The Fiscal Agent (c) the total number by maturity date of such Coupons (d) the aggregate principal amounts of Definitive Notes which have been so surrendered and replaced and the serial numbers of such Definitive Notes and the total number by maturity date of Coupons which have been so surrendered and replaced and (e) the total number of Talons which have been so exchanged shall (i) keep full and complete records of (such records to be made available given to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to Trustee by or on behalf of the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each such redemption, repayment, payment, cancellation replacement or replacement, exchange (as the case may be) a ). The Trustee may accept such certificate stating (as applicable): (a) the aggregate nominal amount conclusive evidence of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled; (c) the aggregate amount paid in respect of interest on the Notes; and (d) (in the case of Definitive Notes) the serial numbers of the Notes. 14.3 The Fiscal Agent repayment, purchase or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes and, upon written request, shall furnish the Issuer and the Guarantor with a certificate of destruction containing written particulars of the serial numbers replacement pro tanto of the Notes so destroyedor payment of interest thereon respectively and of cancellation of the relative Notes, Coupons and Talons. 14.4 5.2 The Fiscal Agent Issuer shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 Without prejudice to procure (i) that the obligations of the Fiscal Agent under subclause 14.2, the Fiscal Principal Paying Agent shall keep a full and complete record of all Notes, Coupons and Talons (other than serial numbers of Coupons) and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of by the Issuer’s other Subsidiaries and cancellation, payment payment, exchange or replacement cancellation (as the case may be) and of all replacement Notes, Notes or Coupons or Talons issued in substitution for lost, stolen, mutilated, defaced, destroyed, lost defaced or stolen Notes. The Fiscal destroyed Definitive Notes or Coupons or Talons (ii) that the Principal Paying Agent shall at all reasonable times make in respect of the record available to Coupons of each maturity retain until the Issuer, the Guarantor and any persons authorised by either expiry of them for inspection and for the taking of copies of it or extracts from it. 14.6 The Fiscal Agent is authorised by the Issuer and instructed to five years (in the case of any Global Note which is held under the NSS, to instruct Euroclear Interest Coupons) and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, ten years (in the case of Principal Coupons) from the maturity date of such Coupons either a purchase list of all paid Coupons of that maturity or cancellation, the Issuer has notified the Fiscal Agent a record of the same in accordance with subclause 14.1total amount of Coupons of that maturity still remaining unpaid and (iii) that such records and Coupons (if any) shall be made available to the Trustee at all reasonable times.

Cancellation of Notes. 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full and all Notes which have transferred will be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchanged. Each of the Paying Agents shall give to the Fiscal Agent details of all payments by it and shall deliver all cancelled Notes to the Fiscal Agent (or as the Fiscal Agent may specify). Where Notes are purchased by or on behalf of the Issuer or the Guarantor, the Issuer or, as the case may be, the Guarantor, will promptly notify the Fiscal Agent in writing of all Notes it has purchased. If the Issuer intends to purchase any of its Notes for cancellation, the Issuer shall provide the Fiscal Agent instructions in the form agreed by the Fiscal Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Fiscal Agent no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by the Fiscal Agent, it will request the immediate cancellation of the Notes. 14.2 The Fiscal Agent shall (i) keep full and complete records of (such records to be made available to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable): (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled; (c) the aggregate amount paid in respect of interest on the Notes; and (d) (in the case of Definitive Notes) the serial numbers of the Notes. 14.3 The Fiscal Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes and, upon written request, shall furnish the Issuer and the Guarantor with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyed. 14.4 The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 Without prejudice to the obligations of the Fiscal Agent under subclause 14.2, the Fiscal Agent shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent shall at all reasonable times make the record available to the Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it. 14.6 The Fiscal Agent is authorised by the Issuer and instructed to in the case of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1.

Cancellation of Notes. 14.1 All Notes which are redeemed, all Global Notes Certificates which are exchanged in full (in accordance with the provisions of clause 3.2) and all Notes which have transferred been Written-Down in full in accordance with Condition 6.1 will be cancelled, and all Certificates which are surrendered in connection with the redemption or transfer or Write-Down in full of any Notes shall be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchangedsurrendered. Each of the Paying Agents shall give to the Fiscal Agent Registrar details of all payments made by it and shall deliver all cancelled Notes Certificates to the Fiscal Agent Registrar (or as the Fiscal Agent Registrar may specify). Where Notes are purchased by or on behalf of the Issuer or the GuarantorIssuer, the Issuer or, as the case may be, the Guarantor, will promptly immediately notify the Fiscal Agent in writing of all Notes it has purchasedpurchased and will procure that such Notes are promptly cancelled and that the Certificates evidencing such Notes are delivered to the Registrar or its authorised agent. 14.2 The If the Issuer purchases any of its Notes for cancellation, the Issuer shall provide the Fiscal Agent shall (i) keep full and complete records instructions in the form agreed to by the Fiscal Agent confirming the details of (such records the Notes to be made available cancelled. The Issuer shall provide the instructions to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give Fiscal Agent no later than two Business Days prior to the Issuer date on which the Notes are intended to be purchased and cancelled. Once the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable): (a) the aggregate nominal amount of Notes which have been redeemed and received by the aggregate amount paid in respect of them; (b) Fiscal Agent, it will request the number of Notes cancelled; (c) the aggregate amount paid in respect of interest on the Notes; and (d) (in the case of Definitive Notes) the serial numbers immediate cancellation of the Notes. 14.3 The Fiscal Agent Registrar or its authorised agent shall (unless otherwise instructed by record the Issuer cancellation of any Notes in writing) the relevant register, shall destroy the Certificates evidencing all cancelled Notes and, upon written request, shall furnish the Issuer and the Guarantor Fiscal Agent with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyed. 14.4 The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 Without prejudice to Certificates that evidenced the obligations of the Fiscal Agent under subclause 14.2, the Fiscal Agent shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case may be) and of all replacement Notes, issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent shall at all reasonable times make the record available to the Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it. 14.6 The Fiscal Agent is authorised by the Issuer and instructed to in the case of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1.cancelled Notes.‌

Cancellation of Notes. 14.1 (a) All Notes which are redeemed, all Global Notes which are exchanged in full and all Notes which have transferred will redeemed pursuant to the provisions of this Agreement shall be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchanged. Each Securities Administrator upon the Securities Administrator acquiring possession of the Paying Agents security certificates representing such Notes. (b) A certificate stating the following shall give be given to the Fiscal Agent details Bank by the Securities Administrator as soon as reasonably practicable after receipt by the Securities Administrator of all payments by it and shall deliver all cancelled Notes to the Fiscal Agent (or as the Fiscal Agent may specify). Where Notes are purchased by or on behalf of the Issuer or the Guarantor, the Issuer or, as the case may be, the Guarantor, will promptly notify the Fiscal Agent in writing of all Notes it has purchased.written request therefor: 14.2 The Fiscal Agent shall (i) keep full and complete records of (such records to be made available to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable): (a) the aggregate nominal principal amount of Notes which have been redeemed and the aggregate amount paid in respect of themthereof; (bii) the number of Notes cancelled;; and (ciii) the aggregate amount paid in with respect of to interest on the Notes; and. (c) Subject to being duly notified in due time, the Securities Administrator shall, upon the written request of the Bank, give a certificate to the Bank, within three months of the date of redemption and cancellation of Notes as aforesaid, stating the principal amount of Notes so redeemed and cancelled. (d) The Securities Administrator shall dispose of (in the case of Definitive Notesaccordance with its customary procedures) the serial numbers of the Notes. 14.3 The Fiscal Agent or its authorised agent shall all cancelled Notes (unless otherwise instructed by the Issuer in writingBank) destroy all cancelled Notes and, promptly upon destruction, furnish the Bank upon its written request, shall furnish the Issuer and the Guarantor with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyeddisposed of. 14.4 The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 (e) Without prejudice to the obligations of the Fiscal Agent under subclause 14.2Securities Administrator pursuant to Section 17(b), the Fiscal Agent Securities Administrator shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case may be) Notes and of all replacement Notes, Notes issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent Securities Administrator shall at all reasonable times upon reasonable prior request make the such record available to the Issuer, the Guarantor Bank and any persons authorised person authorized by either any of them for inspection and for the taking of copies of it thereof or extracts from ittherefrom. 14.6 The Fiscal Agent is authorised by the Issuer (f) All records and instructed certificates made or given pursuant to in the case this Section 17 and Section 18 shall make a distinction between Notes of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellationeach Class, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1appropriate.

Cancellation of Notes. 14.1 All Notes which are redeemed, all Global Notes which are exchanged in full and all Notes which have transferred will be cancelled by the Paying Agent by or to which they are redeemed, transferred or exchanged. Each of the Paying Agents shall give to the Fiscal Agent details of all payments by it and shall deliver all cancelled Notes to the Fiscal Agent (or as the Fiscal Agent may specify). Where Notes are purchased by or on behalf of the Issuer or the Guarantor, the Issuer or, as the case may be, the Guarantor, will promptly notify the Fiscal Agent in writing of all Notes it has purchased. If the Issuer intends to purchase any of its Notes for cancellation, the Issuer shall provide the Fiscal Agent instructions in the form agreed by the Fiscal Agent confirming the details of the Notes to be purchased. The Issuer shall provide the instructions to the Fiscal Agent no later than two (2) Business Days prior to the date on which the Notes are intended to be purchased and cancelled. Once the Notes have been received by the Fiscal Agent, it will request the immediate cancellation of the Notes. 14.2 The Fiscal Agent shall (i) keep full and complete records of (such records to be made available to the Issuer and the Guarantor at all reasonable times) and (ii) upon written request give to the Issuer and the Guarantor, as soon as possible and in any event within four months after the date of each redemption, repayment, payment, cancellation or replacement, (as the case may be) a certificate stating (as applicable): (a) the aggregate nominal amount of Notes which have been redeemed and the aggregate amount paid in respect of them; (b) the number of Notes cancelled; (c) the aggregate amount paid in respect of interest on the Notes; and (d) (in the case of Definitive Notes) the serial numbers of the Notes. 14.3 The Fiscal Agent or its authorised agent shall (unless otherwise instructed by the Issuer in writing) destroy all cancelled Notes and, upon written request, shall furnish the Issuer and the Guarantor with a certificate of destruction containing written particulars of the serial numbers of the Notes so destroyed. 14.4 The Fiscal Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records in respect of all Notes which are cancelled. 14.5 Without prejudice to the obligations of the Fiscal Agent under subclause 14.2, the Fiscal Agent shall keep a full and complete record of all Notes, and of their redemption, purchase on behalf of the Issuer or the Guarantor or any of the Issuer’s other Subsidiaries and cancellation, payment or replacement (as the case DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9 may be) and of all replacement Notes, issued in substitution for mutilated, defaced, destroyed, lost or stolen Notes. The Fiscal Agent shall at all reasonable times make the record available to the Issuer, the Guarantor and any persons authorised by either of them for inspection and for the taking of copies of it or extracts from it. 14.6 The Fiscal Agent is authorised by the Issuer and instructed to in the case of any Global Note which is held under the NSS, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such redemption or purchase and cancellation, as the case may be; provided, that, in the case of a purchase or cancellation, the Issuer has notified the Fiscal Agent of the same in accordance with subclause 14.1.