Common use of ISSUE OF DEFINITIVE NOTES Clause in Contracts

ISSUE OF DEFINITIVE NOTES. 5.1 Upon notice from Euroclear or Clearstream, Luxembourg pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note (which terms will include obtaining certification for U.S. tax purposes pursuant to U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3) for Notes other than (x) Notes meeting the requirements of U.S. Treasury Regulation Section 1. 163-5(c)(2)(i)(D)(3)(iii) and (y) Notes with a maturity (at issue) of 183 days or less). For this purpose the Agent is hereby authorised on behalf of the Issuer: (a) to authenticate such Definitive Note(s) in accordance with the provisions of this Agreement; and (b) to deliver such Definitive Note(s) to, or to the order of, Euroclear and/or Clearstream, Luxembourg either in exchange for such Global Notes or, in the case of a partial exchange of a Temporary Global Note, on entering details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note. All Definitive Notes must bear the legend or legends required under Clause 2.4. The Agent shall notify the Issuer forthwith upon receipt of a request for issue of a Definitive Note or Definitive Notes in accordance with the provisions of a Temporary Global Note or Permanent Global Note, as the case may be, and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith. 5.2 The Issuer undertakes to deliver to, or to the order of, the Agent sufficient numbers of executed Definitive Notes with, if applicable, Receipts, Coupons and Talons attached to enable the Agent to comply with its obligations under this Clause.

ISSUE OF DEFINITIVE NOTES. 5.1 Upon notice from Euroclear or Clearstream, Luxembourg pursuant Pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note (which terms will include obtaining certification for U.S. tax purposes pursuant to U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3) for Notes other than (x) Notes meeting the requirements of U.S. Treasury Regulation Section 1. 163-5(c)(2)(i)(D)(3)(iii) and (y) Notes with a maturity (at issue) of 183 days or less)Note. For this purpose the Agent is hereby authorised on behalf of the Issuer: (a) to prepare, complete and authenticate such Definitive Note(s) in accordance with the provisions of this Agreementthe Trust Deed; and (b) to deliver such Definitive Note(s) to, to or to the order of, of Euroclear and/or Clearstream, Luxembourg Luxembourg: (i) in the case of Global Notes which are in CGN form, either in exchange for such Global Notes Note or, in the case of a partial exchange of a Temporary Global Noteexchange, on entering details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note. All Definitive ; or (ii) in the case of Global Notes must bear the legend or legends required under Clause 2.4which are in NGN form, with instructions to Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to record such exchange. The Agent shall notify the Issuer forthwith upon receipt of a request for an issue of a Definitive Note or Definitive Notes in accordance with the provisions of a Temporary Global Note or a Permanent Global Note, as the case may be, be (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith). 5.2 The Issuer undertakes to deliver to, or to the order ofAgent, pursuant to a request for the Agent issue of Definitive Notes under the terms of the relevant Global Note, sufficient numbers of executed Definitive Notes with, if applicable, Receipts, Coupons and Talons attached to enable the Agent to comply with its obligations under this ClauseClause 5. 5.3 In the event that Definitive Notes are issued and a Paying Agent informs the Issuer that it is unable to perform its obligations under this Clause 5 or in respect of any other obligation of such Paying Agent under this Agreement, the Issuer shall forthwith appoint an additional agent in accordance with Clause 17 which is able to perform such obligations.

ISSUE OF DEFINITIVE NOTES. 5.1 (1) Upon notice from Euroclear Euroclear, Clearstream or Clearstream, Luxembourg such applicable clearing agency pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, requiring the issue of one or more Definitive Note(s), the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note (which terms will include obtaining certification for U.S. tax purposes pursuant to U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3) for Notes other than (x) Notes meeting the requirements of U.S. Treasury Regulation Section 1. 163-5(c)(2)(i)(D)(3)(iii) and (y) Notes with a maturity (at issue) of 183 days or less)Note. For this purpose purpose, the Agent is hereby authorised authorized on behalf of the IssuerCompany: (a) to authenticate or arrange for authentication on its behalf (if so instructed by the Company) of such Definitive Note(s) in accordance with the provisions of this Agreement); and (b) to deliver such Definitive Note(s) to, to or to the order ofof Euroclear, Euroclear Clearstream and/or Clearstream, Luxembourg such other applicable clearing agency as is specified in the related Final Terms either in exchange for such Global Notes Note or, in the case of a partial exchange of exchange, if it is a Temporary Global NoteCGN, on entering details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note. All , or, if it is a NGN, on Euroclear and Clearstream making the appropriate entries in their records to reflect such exchange; provided that the Agent shall only permit a partial exchange of Notes represented by a Permanent Global Note for Definitive Notes must bear if the legend or legends required under Clause 2.4Notes which continue to be represented by such Permanent Global Note are regarded as fungible by Euroclear, Clearstream and/or such other applicable clearing agency with the Definitive Notes issued in partial exchange therefor. The Agent shall notify the Issuer Company forthwith upon receipt of a request for issue of a Definitive Note or Definitive Notes Note(s) in accordance with the provisions of a Temporary Global Note or Permanent Global Note, as the case may be, (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith). 5.2 (2) The Issuer Company undertakes to deliver to, or to the order ofAgent, pursuant to a request for the Agent issue of Definitive Notes under the terms of the relevant Global Note, sufficient numbers of executed Definitive Notes with, if applicable, Receipts, Coupons and Talons attached to enable the Agent to comply with its obligations under this ClauseClause 5. (3) Any of the duties and obligations of the Agent set forth in this Clause 5 may, with the consent of the Company, be delegated by the Agent with respect to a particular Series of Notes to a third party, provided such third party’s performance is subject to the overall supervision and control of the Agent.

ISSUE OF DEFINITIVE NOTES. 5.1 Upon notice from Euroclear or Clearstream, Clearstream Luxembourg pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent Registrar shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note (which terms will include obtaining certification for U.S. tax purposes pursuant to U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3) for Notes other than (x) Notes meeting the requirements of U.S. Treasury Regulation Section 1. 163-5(c)(2)(i)(D)(3)(iii) and (y) Notes with a maturity (at issue) of 183 days or less)Note. For this purpose the Agent Registrar is hereby authorised on behalf of the IssuerIssuers: (a) to authenticate such prepare Definitive Note(s) in accordance with Notes evidencing the provisions Notes by attaching a copy of this Agreement; andthe applicable Final Terms to copies of the signed Definitive Notes; (b) to authenticate the Definitive Notes; (c) to deliver such the Definitive Note(s) to, or Notes to the order of, specified common depositary (if the Global Note is not issued under an NSS) or specified common safekeeper (if the Global Note is issued under an NSS) of Euroclear and/or Clearstream, Clearstream Luxembourg either in exchange for such against surrender of the relevant Global Notes orNote at the specified office of the Registrar and, in the case of a partial exchange exchange, to deliver the Definitive Notes upon the issuance of a Temporary new Global Note, on entering Note representing that portion of the Notes not so exchanged for Definitive Notes (the Registrar to enter in the Register the details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note. All Definitive Notes must bear ); the legend or legends required under Clause 2.4. The Agent Registrar shall notify the relevant Issuer forthwith upon receipt of a request for issue of a Definitive Note one or more Definitive Notes in accordance with the provisions of a Temporary Global Note or Permanent Global Note, as the case may be, (and the aggregate nominal principal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith). 5.2 The Issuer undertakes In connection with the preparation of any Definitive Notes to deliver to, be delivered in exchange for a Temporary Global Note or to a Permanent Global Note (as the order ofcase may be), the Agent sufficient numbers is hereby authorised on behalf of executed the Issuers to ensure that the Definitive Notes within respect of Notes of each Tranche are assigned, if as applicable, Receipts, Coupons and Talons attached different serial numbers which are different from the serial numbers assigned to enable the Agent to comply with its obligations under this ClauseDefinitive Notes in respect of Notes of any other Tranche of the same Series.

ISSUE OF DEFINITIVE NOTES. 5.1 Upon notice from Euroclear or Clearstream, Clearstream Luxembourg pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent Registrar shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note (which terms will include obtaining certification for U.S. tax purposes pursuant to U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3) for Notes other than (x) Notes meeting the requirements of U.S. Treasury Regulation Section 1. 163-5(c)(2)(i)(D)(3)(iii) and (y) Notes with a maturity (at issue) of 183 days or less)Note. For this purpose the Agent Registrar is hereby authorised on behalf of the Issuer: (a) to authenticate such prepare Definitive Note(s) in accordance with Notes evidencing the provisions Notes by attaching a copy of this Agreement; andthe applicable Final Terms to copies of the signed Definitive Notes; (b) to authenticate the Definitive Notes; (c) to deliver such the Definitive Note(s) to, or Notes to the order of, specified common depositary (if the Global Note is not issued under an NSS) or specified common safekeeper (if the Global Note is issued under an NSS) of Euroclear and/or Clearstream, Clearstream Luxembourg either in exchange for such against surrender of the relevant Global Notes orNote at the specified office of the Registrar and, in the case of a partial exchange exchange, to deliver the Definitive Notes upon the issuance of a Temporary new Global Note, on entering Note representing that portion of the Notes not so exchanged for Definitive Notes (the Registrar to enter in the Register the details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note. All Definitive Notes must bear ); the legend or legends required under Clause 2.4. The Agent Registrar shall notify the Issuer forthwith upon receipt of a request for issue of a Definitive Note one or more Definitive Notes in accordance with the provisions of a Temporary Global Note or Permanent Global Note, as the case may be, (and the aggregate nominal principal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith). 5.2 The Issuer undertakes In connection with the preparation of any Definitive Notes to deliver to, be delivered in exchange for a Temporary Global Note or to a Permanent Global Note (as the order ofcase may be), the Agent sufficient numbers is hereby authorised on behalf of executed the Issuer to ensure that the Definitive Notes within respect of Notes of each Tranche are assigned, if as applicable, Receipts, Coupons and Talons attached different serial numbers which are different from the serial numbers assigned to enable the Agent to comply with its obligations under this ClauseDefinitive Notes in respect of Notes of any other Tranche of the same Series.