Common use of ISSUE OF GLOBAL NOTES Clause in Contracts

ISSUE OF GLOBAL NOTES. 3.1 Subject to Subclause 3.5 of this clause, following receipt of Final Terms signed by the Issuer, the Principal Paying Agent and the Registrar will take the steps required of the Principal Paying Agent and the Registrar in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes: 3.2.1 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; 3.2.2 authenticate the Temporary Bearer Global Note; 3.2.3 deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; 3.2.4 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 the expiry of the Distribution Compliance Period in respect of the Tranche; 3.2.5 if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; and 3.2.6 deposit such Temporary Bearer Global Note with Euroclear Nederland against confirmation from Euroclear Nederland that the Temporary Bearer Global Note is being held in safe custody in accordance with terms of its Letter of Undertaking and to instruct Euroclear Nederland to deliver the Notes represented by such Temporary Bearer Global Note to the accounts of its participants.

ISSUE OF GLOBAL NOTES. 3.1 Subject to Subclause 3.5 of this clausesubclause 3.4 below, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the Issuer hereby authorises the Principal Paying Agent and the Registrar will take the steps required Registrars and each of the Principal Paying Agent and the Registrar Registrars hereby agree, to take the steps required of it in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes: 3.2.1 (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; 3.2.2 (b) authenticate the Temporary Bearer Global Note; 3.2.3 (c) deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg Luxembourg; and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; 3.2.4 (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 the expiry of the Distribution Compliance Period in respect of the Tranche;. 3.2.5 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the Temporary applicable Final Terms that a Permanent Bearer Global Note is will represent the Notes on issue: (a) prepare a NGN, instruct Permanent Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Bearer Global Note; (b) authenticate the Permanent Bearer Global Note; (c) deliver the Permanent Bearer Global Note to the specified common depositary of Euroclear and Clearstream, Luxembourg to make against receipt from the appropriate entries in their records to reflect the initial outstanding aggregate principal amount common depositary of confirmation that such common depositary is holding the relevant Tranche of Notes; and 3.2.6 deposit such Temporary Bearer Global Note with Euroclear Nederland against confirmation from Euroclear Nederland that the Temporary Bearer Global Note is being held in safe custody in accordance with terms for the account of its Letter of Undertaking Euroclear and to Clearstream, Luxembourg and instruct Euroclear Nederland 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 deliver credit the Notes represented by such Global Note to the Principal Paying Agent's distribution account, and (ii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by such Global Note to the Issuer's order; (d) deliver the applicable Final Terms to the specified common depositary; 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 applicable Distribution Compliance Period. 3.4 For the purpose of subclause 3.1, the Principal Paying Agent or, as the case may be, the relevant Registrar will on behalf of the Issuer if specified in the applicable Final Terms that a Regulation S Global Note and/or a Rule 144A Global Note will represent the Notes on issue and/or that the Notes are to be issued in the form of Definitive IAI Registered Notes: (a) (in the case of the Registrars) prepare a Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the relevant signed master Registered Global Note and/or Definitive IAI Registered Note; (b) (in the case of the Registrars) authenticate (or procure the authentication of) the relevant Registered Global Note and/or Definitive IAI Registered Notes; (c) (in the case of the Registrars) in the case of the first Tranche of any Series of Notes, deliver: (i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg; (ii) in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC; and (iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer; (d) (in the case of the Registrars) in the case of a subsequent Tranche of any Series of Notes, deliver: (i) in the case of a Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg; (ii) in the case of a Registered Global Note registered in the name of a nominee for DTC, the Registered Global Note to a custodian for DTC; and (iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer; and (e) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), but not limited to, CUSIP numbers, CINS numbers, 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 the expiry of the Distribution Compliance Period in respect of the Tranche. 3.5 Each of the Principal Paying Agent and the Registrars shall only be required to perform its obligations under this clause 3 if it holds (as applicable): (a) a master Temporary Bearer Global Note duly executed by a person or persons duly authorised to execute the accounts same on behalf of its participantsthe Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with subclause 3.2 and clause 4; (b) a master Permanent Bearer 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 Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3.3 and clause 4; (c) a master Regulation S Global Note and 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 relevant Registrar for the purpose of preparing Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.3(a); (d) a master Definitive IAI Registered 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 relevant Registrar for the purpose of preparing Definitive IAI Registered Notes in accordance with subclause 3.3(a); and (e) signed copies of the applicable Final Terms. 3.6 The Issuer undertakes to ensure that the Principal Paying Agent and the Registrars receive copies of each document specified in subclause 3.5 in a timely manner.