Common use of ISSUE OF GLOBAL NOTES Clause in Contracts

ISSUE OF GLOBAL NOTES. (1) Subject to subclause (3) below, following receipt of a faxed copy of a Pricing Supplement signed by the Issuer, the Issuer hereby authorises the Agent and the Agent hereby agrees, to take the steps required of the Agent in the Procedures Memorandum. (2) For the purpose of subclause (1), the Agent will, inter alia, on behalf of the Issuer: (a) prepare a Temporary Global Note by attaching a copy of the applicable Pricing Supplement to a copy of the signed master Temporary Global Note; (b) authenticate such Temporary Global Note; (c) deliver such Temporary Global Note to the specified common depositary of Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding the Temporary 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 Agent and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by such Temporary Global Note to the Agent's distribution account, and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by such Temporary 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 applicable Distribution Compliance Period of such Tranche. (3) The Agent shall only be required to perform its obligations under subclause (1) above if it holds: (a) a master Temporary 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 Agent for the purpose of preparing Temporary Global Notes in accordance with subclause (2); and (b) a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with clause 4 below.

ISSUE OF GLOBAL NOTES. (1) 3.1 Subject to subclause (3) below3.2 of this clause, following receipt of a faxed copy of a Pricing Supplement the relevant Final Terms signed by the Issuer, the Issuer hereby authorises the Agent and the Agent hereby agrees, to will take the steps required of the Agent in the Procedures Memorandum. (2) . For the this purpose of subclause (1), the Agent will, inter alia, on behalf is hereby authorised in the name of the Issuer: (a) to prepare and complete a Temporary Global Note by or (if so specified in the applicable Final Terms) a Permanent Global Note by, inter alia, attaching a copy of the applicable Pricing Supplement Final Terms to a copy of the signed master Temporary Global Note; (b) to authenticate (or procure the authentication of) such Temporary Global Note; (c) in accordance with the applicable Final Terms to deliver such Temporary Global Note to the specified common depositary of Euroclear and and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding the Temporary Global Note in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg in accordance with each system’s rules, regulations and operating procedures and to instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the Issuer (A) i), in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by such Temporary Global Note to the Agent's ’s distribution account, and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by such Temporary Global Note to the Issuer's ’s order; and (d) ensure to ensure, where necessary, that the Notes of each subsequent Tranche of a Series are assignedinitially assigned a temporary ISIN and common code by Euroclear and Clearstream, as applicableLuxembourg or a Fondscode by the Securities Clearing Corporation of LCH Clearnet S.A., security numbers (including, but not limited to, common codes and ISINs) Amsterdam Branch which are different from the security numbers ISIN, common code and/or Fondscode assigned to Notes of any other Tranche of the same Series until at least expiry of the applicable Distribution Compliance Period of such TrancheSeries. (3) 3.2 The Agent shall only be required to perform its obligations under subclause (1) above 3.1 if it holds: (a) holds a master Temporary Global Note and a master Permanent Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf in the name of the Issuer, which may be used by the Agent for the purpose of preparing Temporary the relevant Global Notes Note in accordance with subclause paragraph (2)a) of that subclause; and (b) a master Permanent Global Note duly executed by a person 3.3 The Agent will provide Euroclear, Clearstream, Luxembourg with the notifications, instructions or persons authorised other information to execute the same on behalf of the Issuer, which may be used given by the Agent for the purpose of preparing Permanent Global Notes to Euroclear, Clearstream, Luxembourg in accordance with clause 4 belowwith, and at the times provided in, the respective rules, regulations and operating procedures of such systems.

ISSUE OF GLOBAL NOTES. (1) Subject to subclause (32) belowof this clause, following receipt of a faxed copy of a Pricing Supplement signed by the relevant Issuer, the Issuer hereby authorises the Agent and the Agent hereby agrees, to will take the steps required of the Agent in the Procedures Memorandum. (2) . For the this purpose of subclause (1), the Agent will, inter alia, on behalf is hereby authorised in the name of the Issuereach Obligor: (a) to prepare and complete a Temporary Global Note by or (if so specified in the applicable Pricing Supplement) a Permanent Global Note by, inter alia, attaching a copy of the applicable Pricing Supplement to a copy of the signed master Temporary Global Note; (b) to authenticate (or procure the authentication of) such Temporary Global Note; (c) in accordance with the applicable Pricing Supplement, either: (i) to deliver such Temporary Global Note to the specified common depositary of Euroclear and and/or Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding the Temporary Global Note in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg in accordance with each system’s rules, regulations and operating procedures and to instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the relevant Issuer (A) i), in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by such Temporary Global Note to the Agent's ’s distribution account, and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by such Temporary Global Note to the relevant Issuer's ’s order; or: (ii) to deposit such Global Note with NECIGEF against confirmation from NECIGEF that the Global Note is being held in safe custody and to instruct NECIGEF to deliver the Notes represented by such Global Note to the accounts of its participants; and (d) ensure to ensure, where necessary, that the Notes of each subsequent Tranche of a Series are assignedinitially assigned a temporary ISIN and common code by Euroclear and Clearstream, as applicable, security numbers (including, but not limited to, common codes and ISINs) Luxembourg or a Fondscode by the Securities Clearing Corporation of Euronext Amsterdam N.V. which are different from the security numbers ISIN, common code and/or Fondscode assigned to Notes of any other Tranche of the same Series until at least expiry of the applicable Distribution Compliance Period of such TrancheSeries. (32) The Agent shall only be required to perform its obligations under subclause (1l) above if it holds: (a) holds a master Temporary Global Note and a master Permanent Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf in the name of the relevant Issuer, which may be used by the Agent for the purpose of preparing Temporary the relevant Global Notes Note in accordance with subclause paragraph (2)a) of that subclause; and (b3) a master Permanent Global Note duly executed by a person The Agent will provide Euroclear, Clearstream, Luxembourg and/or NECIGEF with the notifications, instructions or persons authorised other information to execute the same on behalf of the Issuer, which may be used given by the Agent for the purpose of preparing Permanent Global Notes to Euroclear, Clearstream, Luxembourg and/or NECIGEF in accordance with clause 4 belowwith, and at the times provided in, the respective rules, regulations and operating procedures of such systems (in the case of Euroclear and Clearstream, Luxembourg) and the Letter of Undertaking (in the case of NECIGEF).

ISSUE OF GLOBAL NOTES. (1) Subject to subclause (35) below, following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy or emailed copy of a Pricing Supplement the Final Terms signed by the Issuerrelevant Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy of the Subscription Agreement, the relevant Issuer hereby authorises the Agent and the Registrar and each of the Agent and the Registrar hereby agrees, agrees to take the steps required of the Agent it in the Procedures Memorandum. (2) For the purpose of subclause (1), 3(1) the Agent will, inter alia, on behalf of the relevant Issuer, if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes on issue: (a) prepare and complete a Temporary Bearer Global Note by attaching a copy of the applicable Pricing Supplement Final Terms to a copy of the signed master Temporary Bearer Global Note; (b) authenticate such Temporary Bearer Global NoteNote in accordance with the provisions of the Trust Deed; (c) deliver such Temporary Bearer Global Note to the specified common depositary of (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 and/or 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, against receipt from such common depositary (where the Agent is not the specified common depositary) or, as the case may be, the common depositary safekeeper, of confirmation that such common depositary or, as the case may be, the common safekeeper, is holding the Temporary Bearer Global Note in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg and will instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the relevant Issuer (Ai) in the case of an issue of Notes issued on not subscribed pursuant to a non-syndicated basisSubscription Agreement, to credit the Notes represented by such Temporary Bearer Global Note to the Agent's ’s distribution account, and (Bii) in the case of Notes issued on subscribed pursuant to a syndicated basisSubscription Agreement, to hold the Notes represented by such Temporary Bearer Global Note to the relevant Issuer's ’s order; (d) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of such Tranche as notified by the Agent to the relevant Dealer; and (e) 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. (3) For the purpose of subclause 3(1) the Agent will, inter alia, on behalf of the relevant Issuer, if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue: (a) prepare and complete 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) authenticate such Permanent Bearer Global Note in accordance with the provisions of the Trust Deed; (c) in the case of the first Tranche of any Series, deliver such Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same, against receipt from such common depositary (where the Agent is not the specified common depositary) or, as the case may be, the common safekeeper, of confirmation that such common depositary or, as the case may be, the common safekeeper, is holding the Permanent Bearer Global Note in safe custody for the account of Euroclear and/or Clearstream, and will instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the relevant Issuer (i) in the case of an issue of Notes not subscribed pursuant to a Subscription Agreement, to credit the Notes represented by such Permanent Bearer Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes represented by such Permanent Bearer Global Note to the relevant Issuer’s order; (d) if the Permanent 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; (e) in any other case attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and instruct Euroclear and/or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the relevant Issuer (i) in the case of an issue of Notes represented by such Permanent Bearer Global Note, to credit the Notes represented by such Permanent Bearer Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes subject to the applicable Final Terms to the relevant Issuer’s order or, in a case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and (f) ensure that the Notes of each Tranche are assigned a common code and ISIN by Euroclear and Clearstream, Luxembourg which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of such Tranche as notified by the Agent to the relevant Dealer. (4) For the purpose of subclause 3(1), the Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer, if specified in the applicable Final Terms that a Registered Global Note will represent the Note on issue: (a) (in the case of the Registrar) prepare a Registered Global Note by attaching a copy of the applicable 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 the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same; and (d) (in the case of the Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (includingincluding (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 until at least the expiry of the applicable Distribution Compliance Period in respect of such the Tranche. (35) The Each of the Agent and the Registrar shall only be required to perform its obligations under subclause (1) above this Clause 3 if it holds: (a) a master Temporary Bearer Global Note in a form from time to time agreed between the relevant Issuer and the Trustee duly executed by a person or persons authorised to execute the same on behalf of the relevant Issuer and which may be used by the Agent for the purpose of preparing a Temporary Bearer Global Note in accordance with subclause 3(2) and Clause 4 below; (b) a master Permanent Bearer Global Note in a form from time to time agreed between the relevant Issuer and the Trustee duly executed by a person or persons authorised to execute the same on behalf of the relevant Issuer and which may be used by the Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclause 3(3) and Clause 4 below; (c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Agent Registrar for the purpose of preparing Temporary Registered Global Notes Note in accordance with subclause (23(4); and (bd) a master Permanent signed copies of the applicable Final Terms. (6) Where the Agent delivers any authenticated Bearer Global Note duly executed to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by a person or persons authorised to execute it following its receipt of confirmation from the same on behalf of common safekeeper that the Issuer, which may be used by the Agent for the purpose of preparing Permanent relevant Bearer Global Notes in accordance with clause 4 belowNote has been effectuated.

ISSUE OF GLOBAL NOTES. (1) Subject to subclause (3) below2), following receipt of a faxed copy of a Pricing Supplement the applicable Final Terms signed by the Issuer, the Issuer hereby authorises each of the Principal Paying Agent and the CMU Lodging and Paying Agent, and each of the Principal Paying Agent hereby and the CMU Lodging and Paying Agent agrees, to take the steps required of the Agent them in the Procedures Memorandum. (2) . For this purpose the purpose of subclause (1)Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent will, inter alia, will on behalf of the Issuer: (a) (in the case of the Principal Paying Agent or, with respect to CMU Notes, the CMU Lodging and Paying Agent, as the case may be) prepare a Temporary Global Note and/or (if so specified in the applicable Final Terms) a Permanent Global Note by attaching a copy of the applicable Pricing Supplement Final Terms to a copy of the signed master Temporary Global Note; (b) authenticate such Temporary (or procure the authentication of) the Global NoteNotes; (c) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) deliver such the Temporary Global Note and/or Permanent Global Note to (I) if the Temporary Global Note is a CGN, the specified common depositary of Euroclear and Clearstream, Luxembourg Clearstream against receipt from the common depositary of confirmation that such common depositary it is holding the Temporary relevant Global Note in safe custody for the account of Euroclear and ClearstreamClearstream or (II) if the Temporary Global Note is a NGN, Luxembourg the specified common safekeeper and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, and instruct Euroclear or Clearstream, Luxembourg Clearstream or both of them (as the case may be) unless otherwise agreed in writing between the Principal Paying Agent and the Issuer (Ai) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by such Temporary the Global Note to the Principal Paying Agent's distribution account, account and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by such Temporary the Global Note to the Issuer's order; (d) in the case of the CMU Lodging and Paying Agent for CMU Notes, subject to obtaining written authority from the Issuer authorising it to undertake the following matters: (i) deliver to the HKMA a lodging agent's undertaking in substantially the form set out in Appendix F.2 to the CMU Reference Manual, which delivery the Issuer hereby specifically authorises and in connection with which the Issuer hereby specifically grants to the CMU Lodging and Paying Agent the acknowledgements and authorities referred to in Schedule 2 thereto; (ii) deliver to the HKMA a lodgement slip in substantially the form set out in Appendix F.1 to the CMU Reference Manual requiring the credit on the Issue Date of the CMU Notes to the relevant CMU Main Accounts; (iii) not later than 11.00 a.m. (Hong Kong time) on the Issue Date, lodge the Temporary Global Note and/or the Permanent Global Note with the sub- custodian appointed for the purpose by the HKMA; and (div) on the Issue Date, against receipt of funds from the relevant Dealer(s) transfer the proceeds of issue to the Issuer to such account as may be designated by the Issuer for the purpose, in each case in accordance with the provisions of the Procedures Memorandum and the CMU Rules; (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CMU instrument 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 applicable Distribution Compliance Period in respect of such the Tranche; and (f) (in the case of the Principal Paying Agent with respect to Notes other than CMU Notes) if the Temporary Global Note is a NGN, instruct Euroclear and Clearstream to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes. (32) The Each of the Principal Paying Agent or, as the case may be, the CMU Lodging and Paying Agent, shall only be required to perform its obligations under subclause (1) above if it holds: holds (aas applicable) a master Temporary Global Note and a master Permanent 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 Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent for the purpose of preparing Temporary Global Notes and Permanent Global Notes, respectively, in accordance with subclause (21)(a); and. (b3) a master Permanent With respect to Notes other than CMU Notes, where the Principal Paying Agent delivers any authenticated Global Note duly executed to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Note retained by a person or persons authorised to execute it following its receipt of confirmation from the same on behalf of common safekeeper that the Issuer, which may be used by the Agent for the purpose of preparing Permanent relevant Global Notes in accordance with clause 4 belowNote has been effectuated.

ISSUE OF GLOBAL NOTES. (1) Subject to subclause (3) below, following receipt of a faxed copy of a Pricing Supplement signed by the Issuer, the Issuer hereby authorises the Agent and the Agent hereby agrees, to take the steps required of the Agent in the Procedures Memorandum. (2) For the purpose of subclause (1), the Agent will, inter alia, on behalf of the Issuer: (a) prepare a Temporary Global Note by attaching a copy of the applicable Pricing Supplement to a copy of the signed master Temporary Global Note; (b) authenticate such Temporary Global Note; (c) deliver such Temporary Global Note to the specified common depositary of Euroclear and Clearstream, Luxembourg Cedelbank against receipt from the common depositary of confirmation that such common depositary is holding the Temporary Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg Cedelbank and instruct Euroclear or Clearstream, Luxembourg Cedelbank or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by such Temporary Global Note to the Agent's distribution account, and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by such Temporary 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 applicable Distribution Compliance Period of such Tranche. (3) The Agent shall only be required to perform its obligations under subclause (1) above if it holds: (a) a master Temporary 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 Agent for the purpose of preparing Temporary Global Notes in accordance with subclause (2); and (b) a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with clause 4 below.