Common use of ISSUE OF GLOBAL NOTES Clause in Contracts

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.3, following receipt of a faxed copy of the applicable Pricing Supplement signed by the Issuer and the Guarantor, the Issuer authorises the Fiscal Agent and the Registrar and each of the Fiscal Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1, the Fiscal Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Pricing Supplement that a Global Note will represent the Notes on issue: (a) (in the case of the Registrar) prepare a Global Note by attaching a copy of the applicable Pricing Supplement to a copy of the relevant signed master Global Note; (b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Global Note; (c) (in the case of the Registrar) deliver, in the case of a Global Note registered in the name of a nominee for a Common Safekeeper, the Global Note to the specified Common Safekeeper and in the case of a Global Note which is held under the NSS, to instruct the Common Safekeeper to effectuate the same; and (d) (in the case of the Fiscal Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series. 3.3 Each of the Fiscal Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds (as applicable): (a) a master Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing the Global Note in accordance with subclause 3.2; and (b) signed copies of the applicable Pricing Supplement. 3.4 Each of the Issuer and the Guarantor undertakes to ensure that the Fiscal Agent and/or the Registrar receives copies of each document specified in subclause 3.3 in a timely manner.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause Clause 3.3, following receipt of a faxed or e-mailed copy of the applicable Pricing Supplement signed by the Issuer and the GuarantorIssuer, the Issuer authorises each of the Fiscal Principal Paying Agent and the Registrar and each of the Fiscal Principal Paying Agent and the Registrar agreesagree, to take the steps required of it in the Procedures Memorandum. 3.2 For the purpose of subclause Clause 3.1, the Fiscal Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Pricing Supplement that a Regulation S Global Note and/or a Rule 144A Global Note will represent the Notes on issue: (a) (in the case of the Registrar) prepare a Regulation S Global Note and/or a Rule 144A Global Note by attaching a copy of the applicable Pricing Supplement to a copy of the relevant signed master Global Note; (b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Global Note; (c) (in the case of the Registrarfirst Tranche of any Series of Notes, deliver: (i) deliver, in the case of a Global Note registered in the name of a nominee for a Common Safekeepercommon depositary for Euroclear and/or Clearstream, Luxembourg, the Global Note to the specified Common Safekeeper and common depositary for Euroclear and/or Clearstream, Luxembourg; and (ii) in the case of a Global Note which is held under registered in the NSSname of a nominee for DTC, the Global Note to instruct a custodian for DTC; (d) in the Common Safekeeper case of a subsequent Tranche of any Series of Notes, deliver: (i) in the case of a Global Note registered in the name of a nominee for a common depositary for Euroclear and/or Clearstream, Luxembourg, the Global Note to effectuate the samespecified common depositary for Euroclear and/or Clearstream, Luxembourg; and (dii) (in the case of a Global Note registered in the Fiscal Agentname of a nominee for DTC, the Global Note to a custodian for DTC; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, CUSIP numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same SeriesSeries until at least the expiry of the Distribution Compliance Period in respect of the Tranche. 3.3 Each of the Fiscal Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause Clause 3 if it holds (as applicable): (a) a master Regulation S Global Note and/or a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing the Regulation S Global Note Notes and Rule 144A Global Notes, respectively, in accordance with subclause Clause 3.2; and (b) signed copies of the applicable Pricing Supplement. 3.4 Each of the The Issuer and the Guarantor undertakes to ensure that the Fiscal Principal Paying Agent and/or the Registrar (as applicable) receives copies of each document specified in subclause Clause 3.3 in a timely manner.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.33.2, following receipt of a faxed copy of the applicable Pricing Supplement a Final Terms signed by the Issuer and the GuarantorIssuer, the Issuer authorises the Fiscal Principal Paying Agent and the Registrar and each of the Fiscal Principal Paying Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum. 3.2 . For this purpose the purpose of subclause 3.1, the Fiscal Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Pricing Supplement that a Global Note will represent the Notes on issueIssuer: (a) prepare a Temporary Bearer Global Note and/or (if so specified in the case of the Registrarapplicable Final Terms) prepare a Permanent Bearer Global Note or (if so specified in the applicable Final Terms) one or more Registered Global Notes, by attaching a copy of the applicable Pricing Supplement Final Terms to a copy of the relevant signed master Global Note; (b) (in the case of the Registrar) first Tranche or any subsequent tranches of any Series of Notes authenticate (or procure the authentication of) the relevant Global NoteNotes; (c) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note or Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the relevant Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Registrar) deliver, in the case of a Global Note registered in the name of a nominee for a Common Safekeeper, Notes represented by the Global Note to the specified Common Safekeeper Principal Paying Agent's distribution account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Global Note which is held under to the NSS, to instruct the Common Safekeeper to effectuate the same; andIssuer's order; (d) (in the case of the Fiscal Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable)including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same SeriesSeries until at least expiry of the Distribution Compliance Period in respect of the Tranche. 3.3 Each of the Fiscal 3.2 The Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 subclause 3.1 if it holds (as applicable): (a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note or a master Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar Principal Paying Agent for the purpose of preparing the Temporary Bearer Global Note Notes and Permanent Bearer Global Notes or Registered Global Notes, respectively, in accordance with subclause 3.2; and (b3.1(a) signed copies of the applicable Pricing Supplementand clause 4. 3.4 Each of the Issuer and the Guarantor undertakes to ensure that the Fiscal Agent and/or the Registrar receives copies of each document specified in subclause 3.3 in a timely manner.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause Clause 3.3, following receipt of a faxed or e-mailed copy of the applicable Pricing Supplement Final Terms signed by the Issuer and the GuarantorIssuer, the Issuer authorises each of the Fiscal Principal Paying Agent and the Registrar and each of the Fiscal Principal Paying Agent and the Registrar agreesagree, to take the steps required of it in the Procedures Memorandum. 3.2 For the purpose of subclause Clause 3.1, the Fiscal Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Pricing Supplement Final Terms that a Regulation S Global Note and/or a Rule 144A Global Note will represent the Notes on issue: (a) (in the case of the Registrar) prepare a Regulation S Global Note and/or a Rule 144A Global Note by attaching a copy of the applicable Pricing Supplement Final Terms to a copy of the relevant signed master Global Note; (b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Global Note; (c) (in the case of the Registrarfirst Tranche of any Series of Notes, deliver: (i) deliver, in the case of a Global Note registered in the name of a nominee for a Common Safekeepercommon depositary for Euroclear and/or Clearstream, Luxembourg, the Global Note to the specified Common Safekeeper and common depositary for Euroclear and/or Clearstream, Luxembourg; and (ii) in the case of a Global Note which is held under registered in the NSSname of a nominee for DTC, the Global Note to instruct a custodian for DTC; (d) in the Common Safekeeper case of a subsequent Tranche of any Series of Notes, deliver: (i) in the case of a Global Note registered in the name of a nominee for a common depositary for Euroclear and/or Clearstream, Luxembourg, the Global Note to effectuate the samespecified common depositary for Euroclear and/or Clearstream, Luxembourg; and (dii) (in the case of a Global Note registered in the Fiscal Agentname of a nominee for DTC, the Global Note to a custodian for DTC; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, CUSIP numbers, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same SeriesSeries until at least the expiry of the Distribution Compliance Period in respect of the Tranche. 3.3 Each of the Fiscal Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause Clause 3 if it holds (as applicable): (a) a master Regulation S Global Note and/or a master Rule 144A Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing the Regulation S Global Note Notes and Rule 144A Global Notes, respectively, in accordance with subclause Clause 3.2; and (b) signed copies of the applicable Pricing SupplementFinal Terms. 3.4 Each of the The Issuer and the Guarantor undertakes to ensure that the Fiscal Principal Paying Agent and/or the Registrar (as applicable) receives copies of each document specified in subclause Clause 3.3 in a timely manner.

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject to subclause 3.33.5, following receipt of a faxed copy of the applicable Pricing Supplement Final Terms signed by the Issuer and the Guarantor, the Issuer authorises the Fiscal Issuing and Principal Paying Agent and the Registrar and each of the Fiscal Issuing and Principal Paying Agent and the Registrar agreesagree, to take the steps required of it them in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1, the Fiscal Issuing and Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Pricing Supplement Final Terms that a Temporary Bearer Global Note will initially represent the Notes on issueTranche of Notes: (a) (in the case of the Registrar) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Pricing Supplement Final Terms to a copy of the relevant signed master Temporary Bearer Global Note; (b) (in authenticate the case of the Registrar) authenticate (or procure the authentication of) the relevant Temporary Bearer Global Note; (c) (in deliver on or prior to the case original issue date of the Registrar) deliver, in Tranche the case of a Global Note registered in the name of a nominee for a Common Safekeeper, the Temporary Bearer Global Note to the specified Common Safekeeper common depositary for Euroclear and/or Clearstream, Luxembourg and, against receipt from the common depositary of confirmation that it is holding the Temporary Bearer Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg, instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Issuing and Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Temporary Bearer Global Note which is held under to the NSSIssuing and Principal Paying Agent's account and (ii) in the case of Notes issued on a syndicated basis, to instruct hold the Common Safekeeper Notes represented by the Temporary Bearer Global Note to effectuate the sameIssuer's order; and (d) (in the case of the Fiscal Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable)including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same SeriesSeries until at least expiry of the distribution compliance period in respect of the Tranche. 3.3 For the purpose of subclause 3.1, the Issuing and Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:‌ (a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note; (c) in the case of the first Tranche of any Series of Notes, deliver on or prior to the original issue date of the Tranche the Permanent Bearer Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg, and against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg, instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Issuing and Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note to the Issuing and Principal Paying Agent's account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Permanent Bearer Global Note to the Issuer's order; (d) in the case of a subsequent Tranche of any Series of Notes, deliver a copy of the applicable Final Terms to the specified common depositary of Euroclear and/or Clearstream Luxembourg for attachment to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Issuing and Principal Paying Agent and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes the subject of the applicable Final Terms to the Issuing and Principal Paying Agent's account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes the subject of the applicable Final Terms to the Issuer's order; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the distribution compliance period in respect of the Tranche. 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue: (a) prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Registered Global Note; (b) authenticate the Registered Global Note; (c) deliver the Registered Global Note to the specified common depositary for Euroclear and/or Clearstream, Luxembourg and, against receipt from the common depositary of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg, instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the Registrar's account and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Issuer's order; and (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the distribution compliance period in respect of the Tranche.‌‌ 3.5 Each of the Fiscal Issuing and Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 subclause 3.1 if it holds (as applicable):holds: (a) a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Issuing and Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with this clause 3 and clause 4; (b) a master Registered Global Note, duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing the Registered Global Note Notes in accordance with subclause 3.2this clause 3 and clause 4; and (bc) signed copies of the applicable Pricing SupplementFinal Terms. 3.4 Each of the 3.6 The Issuer and the Guarantor undertakes to ensure that each of the Fiscal Issuing and Principal Paying Agent and/or and the Registrar receives copies of each document specified in subclause 3.3 3.5 in a timely manner.manner.‌

ISSUE OF GLOBAL NOTES. 3.1 Each Global Note and each Definitive Note shall be signed manually or in facsimile on behalf of the Issuer by one member of the board of directors of the Issuer who at the time of the issue of the Note is in office or manually by any authorised signatory pursuant to a power of attorney issued by the board of directors of the Issuer and duly filed with the Luxembourg trade and companies register. 3.2 Subject to subclause 3.33.4, following receipt by the Paying Agent of a faxed or e-mailed scanned copy of the applicable Pricing Supplement signed by the Issuer and the GuarantorConditions, the Issuer authorises the Fiscal Paying Agent and the Registrar and each of the Fiscal Paying Agent and the Registrar agrees, to take the steps required of by it in the Procedures Memorandumto fulfil its duties set forth herein. 3.2 3.3 For the purpose of subclause 3.1, the Fiscal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Pricing Supplement that a Global Note will represent the Notes on issueIssuer: (a) (in the case of the Registrar) prepare a Temporary Global Note and a Permanent Global Note by attaching a copy of the applicable Pricing Supplement Conditions to a copy of the signed relevant signed master Global Note; (b) (in authenticate the case of the Registrar) authenticate (or procure the authentication of) the relevant Global NoteNotes; (c) (in the case of the Registrar) deliver, in the case of a Global Note registered in the name of a nominee for a Common Safekeeper, deliver the Global Note Notes to the specified Common Safekeeper Depositary for Euroclear and in the case of a Global Note which is held under the NSSClearstream, to instruct the Common Safekeeper to effectuate the same; andLuxembourg; (d) (in the case of the Fiscal Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable)including, but not limited to, common codes and ISINs); (e) which deliver the applicable Conditions to the specified Common Depositary for attachment to the Global Note; and (f) ensure that the Notes are different from the assigned, as applicable, security numbers assigned to Notes of any other Tranche of the same Series(including, but not limited to, common codes and ISINs). 3.3 Each of the Fiscal 3.4 The Paying Agent and the Registrar shall only be required to perform its obligations under this clause Clause 3 if it holds (as applicable):holds: (a) a master the Global Note Notes duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing the Global Note in accordance with subclause 3.2; and (b) signed copies of the applicable Pricing SupplementConditions. 3.4 Each of the 3.5 The Issuer and the Guarantor undertakes to ensure that the Fiscal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.3 3.4 in a timely manner. 3.6 The Issuer undertakes that the Permanent Global Note (duly executed on behalf of the Issuer) will be available to be exchanged for interests in the Temporary Global Note in accordance with the terms of the Temporary Global Note.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.3, following receipt of a faxed copy of the applicable Pricing Supplement signed by the Issuer and the Guarantor, the Issuer authorises the Fiscal Agent and the Registrar and each of the Fiscal Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1, the Fiscal Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Pricing Supplement that a Global Note will represent the Notes on issue: (a) (in the case of the Registrar) prepare a Global Note by attaching a copy of the applicable Pricing Supplement to a copy of the relevant signed master Global Note; (b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Global Note; (c) (in the case of the Registrar) deliver, in the case of a Global Note registered in the name of a nominee for a Common Safekeeper, the Global Note to the specified Common Safekeeper 0012034-0005142 UKO2: 2001934267.5 8 and in the case of a Global Note which is held under the NSS, to instruct the Common Safekeeper to effectuate the same; and (d) (in the case of the Fiscal Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series. 3.3 Each of the Fiscal Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds (as applicable): (a) a master Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing the Global Note in accordance with subclause 3.2; and (b) signed copies of the applicable Pricing Supplement. 3.4 Each of the Issuer and the Guarantor undertakes to ensure that the Fiscal Agent and/or the Registrar receives copies of each document specified in subclause 3.3 in a timely manner.

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject The Issuer may, at its option, deliver from time to subclause 3.3time to the Principal Paying Agent a stock of master Temporary Bearer Global Notes and master Permanent Bearer Global Notes and/or, following receipt to the Registrar, a stock of master Registered Global Notes. 3.2 Upon the conclusion of any Subscription Agreement or (in the case of an issue of a faxed copy Tranche or Series, as the case may be, of Notes which is not syndicated among two or more Dealers) any agreement between the applicable Pricing Supplement signed Issuer and a Dealer for the issue by the Issuer and the Guarantorpurchase by such Dealer of Notes (a "Relevant Agreement"), the Issuer shall, as soon as reasonably practicable but in any event, not later than 5.00 p.m. (local time) on the second Local Banking Day prior to the proposed Issue Date or such other time as may be agreed between the Issuer, the relevant Dealer(s) and the Principal Paying Agent: (a) confirm by email to the Principal Paying Agent, or, if such Subscription Agreement or Relevant Agreement relates to Registered Notes, the Registrar (copied to the Principal Paying Agent) all such information as the Principal Paying Agent, or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche or Series, as the case may be, and (if a master Global Note is to be used), such details as are necessary to enable it to complete a duplicate of each relevant master Global Note and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made; (b) deliver by email a copy, duly executed, of the Final Terms in relation to the relevant Tranche or Series, as the case may be, to the Principal Paying Agent, or, as the case may be, the Registrar (copied to the Principal Paying Agent); (c) unless a master Global Note is to be used and the Issuer shall have provided such document to the Principal Paying Agent and/or the Registrar, as the case may be, pursuant to Clause 3.1, ensure that there is delivered to the Principal Paying Agent or, as the case may be, Registrar an appropriate Global Note (in unauthenticated form but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche. 3.3 Subject to Clause 3.12, following receipt of an electronic copy of the applicable Final Terms signed by the Issuer, the Issuer authorises the Fiscal Principal Paying Agent and the Registrar and each of the Fiscal Principal Paying Agent and the Registrar agrees, to take the steps required of it them in the Procedures Memorandum.this Agreement.‌ 3.2 3.4 For the purpose of subclause 3.1Clause 3.3, the Fiscal Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Pricing Supplement Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes: (a) prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note; (b) authenticate the Temporary Bearer Global Note; (c) in respect of Notes other than CMU Notes, deliver the Temporary Bearer Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the Temporary Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Temporary Bearer Global Note to the Principal Paying Agent's distribution account; and (ii) in the case of Notes issued on a syndicated basis, to credit the Notes represented by the Temporary Bearer Global Note free of payment to the Commissionaire Account of the Arranger or such other Dealer as the Issuer may direct to settle the Notes; and (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and international securities identification numbers ("ISINs")) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche. 3.5 For the purpose of Clause 3.3, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue: (a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note; (c) in respect of Notes other than CMU Notes, in the case of the first Tranche of any Series of Notes, deliver the Permanent Bearer Global Note to the specified common depositary of Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note to the Principal Paying Agent's distribution account; and (ii) in the case of Notes issued on a syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note free of payment to the Commissionaire Account of the Arranger or such other Dealer as the Issuer may direct to settle the Notes; (d) in any other case in respect of Notes other than CMU Notes, attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer: (i) in the case of Notes issued on a non- syndicated basis, to credit the Notes the subject of the applicable Final Terms to the Principal Paying Agent's distribution account; and (ii) in the case of Notes issued on a syndicated basis, to credit the Notes represented by the Permanent Bearer Global Note free of payment to the Commissionaire Account of the Arranger or such other Dealer as the Issuer may direct to settle the Notes; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche. 3.6 For the purposes of Clause 3.3, the Registrar or, as the case may be, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue: (a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable Pricing Supplement Final Terms to a copy of the relevant signed master Registered Global Note; (b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note; (c) (in respect of Notes other than CMU Notes, deliver the case of the Registrar) deliver, in the case of a Global Note registered in the name of a nominee for a Common Safekeeper, the Registered Global Note to the specified Common Safekeeper common depositary for Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that it is holding the Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Issuer: (i) in the case of a Notes issued on a, non-syndicated basis, to credit the Notes represented by the Registered Global Note which is held under to the NSSPrincipal Paying Agent's distribution account; and (ii) in the case of Notes issued on a syndicated basis, to instruct credit the Common Safekeeper Notes represented by the Registered Global Note free of payment to effectuate the sameCommissionaire Account of the Arranger or such other Dealer as the Issuer may direct to settle the Notes; and (d) (in the case of the Fiscal Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable)including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series. 3.3 Each Series until at least expiry of the Fiscal Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds (as applicable): (a) a master Global Note duly executed by a person or persons duly authorised to execute the same on behalf Distribution Compliance Period in respect of the Issuer, which may be used by the Registrar for the purpose of preparing the Global Note in accordance with subclause 3.2; and (b) signed copies of the applicable Pricing SupplementTranche. 3.4 Each of the Issuer and the Guarantor undertakes to ensure that the Fiscal Agent and/or the Registrar receives copies of each document specified in subclause 3.3 in a timely manner.