Common use of ISSUE OF GLOBAL NOTES Clause in Contracts

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a copy by email of the applicable Final Terms signed by the relevant Issuer and the Guarantor, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying 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 Principal Paying Agent will 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: (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) 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; (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; 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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the 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 Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 relevant 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 first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) deliver the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, to the specified common depositary for Euroclear and Clearstream, Luxembourg or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it 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 Issuers, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes in accordance with subclauses 3.2(a) and 3.3(a); (b) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.3; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the Guarantor, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying 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 Principal Paying Agent will 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: (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) 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; (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; 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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers relevant 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 Principal Paying 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 Notes on issue: (a) (in the case of the first Tranche of any Series of Notes, 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 first Tranche of any Series of Notes, 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 or (and in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it which is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, to instruct the common safekeeper to effectuate the same; and (ed) (in the case of the Principal Paying 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 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 Issuersrelevant 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 relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclauses 3.2(a) subclause 3.3 and 3.3(a)clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuersrelevant Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer and the Guarantor each undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a an electronic copy by email (via email) of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the 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 3.1, the Principal Paying Agent will 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: (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) 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 an 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; (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; and (e) if the Temporary Bearer Global Note is a an 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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a an NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (d) if the Permanent Bearer Global Note is a an 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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a an 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, 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 Principal Paying 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 Notes on issue: (a) (in the case of the first Tranche of any Series of Notes, 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) in the case of the first Tranche of any Series of Notes, authenticate deliver in the Registered Global Note; (c) deliver 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 or (and in the case of a Registered Global Note to be which is held under the NSS, to instruct the common safekeeper to effectuate the same; (d) to (in the Common Safekeeper against receipt from case of the Registrar) in the case of a subsequent Tranche of any Series of Notes, deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or Common Safekeepercommon safekeeper, as the case may be, of confirmation that it is holding for Euroclear and Clearstream, Luxembourg, the Registered Global Note in safe custody to the specified common depositary or common safekeeper 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes which is held under the NSS, to instruct the common safekeeper to effectuate the same; and (e) (in the case of the Principal Paying 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 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (a) a master Temporary 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 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 Registered Global Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes in accordance with subclauses 3.2(a) and 3.3(a); (b) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes Notes, in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a copy by email of the applicable Final Terms signed by the relevant Issuer, the Issuer authorises the Principal Paying Agent and the GuarantorRegistrar, and the relevant Issuer authorises each Principal Paying Agent and the Registrar agree, to take the steps required of the Principal Paying Agent and the Registrar and each of the Principal Paying 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 Principal Paying Agent will 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: (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) 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; (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; 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.; 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will initially represent the Notes on issueTranche of Notes: (a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) 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 or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of 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 instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer (Ai) 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 distribution account and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and and/or 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 subclauses 3.1 to 3.4 if it holds:holds (as applicable): (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 IssuersIssuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes Notes, respectively, in accordance with subclauses 3.2(a) and 3.3(a); (b) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.3); and (dc) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 subclauses 3.2, 3.3, and 3.4 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5sub-clause 3.5 below, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar are authorised by the Issuer and each of the Principal Paying Agent and the Registrar agreeshereby agree, to take the steps required of it them in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1sub-clause 3.1 above, the Principal Paying Agent will 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: (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) 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 an Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; (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; 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. 3.3 For the purpose purposes of subclause sub-clause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a an Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule Schedule; (f) to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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 (fg) 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, sub-clause 3.1 the Registrar will will, on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note Notes will represent the Notes on issue: (a) in the case of the first Tranche of any Series of Notes, prepare a Registered Regulation S Global Note Note, by attaching a copy of the applicable Final Terms to a copy of the signed master Registered Global Note; (b) in authenticate (or procure the case of the first Tranche of any Series of Notes, authenticate the Registered authentication of) such Global Note; (c) deliver the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, to the specified common depositary for Euroclear and Clearstream, Luxembourg or (in the case of a Registered Global Note Notes, such Registered Global Notes to be held under a common depositary or common safekeeper, as the NSS) to the Common Safekeeper case may be, for Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary or Common Safekeeper, as the case may be, common safekeeper of confirmation that it is holding the Registered Global Note Notes in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg and instruct Euroclear or and/or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer (A) in the case of Registered Notes issued on a non-syndicated basis, to credit the Registered Notes represented by the such Registered Global Note Notes to the Registrar's distribution relevant Dealer’s participant account and (B) in the case of Registered Notes issued on a syndicated basis, to hold the Registered Notes represented by the such Registered Global Note to the relevant Issuer's ’s order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; 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 in respect of the TranchePeriod. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 IssuersIssuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes Notes, respectively, in accordance with subclauses 3.2(a) sub-clauses 3.2 and 3.3(a);3.3; and (b) a master Registered Regulation S Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Regulation S Global Notes Notes, in accordance with subclause 3.4(a) and sub-clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.3; and (d) signed copies of the applicable Final Terms3.4. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar Registrar, and each of the 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 Principal Paying Agent will 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: (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) 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 an 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; (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; and (e) if the Temporary Bearer Global Note is a an 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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers relevant 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a an NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (d) if the Permanent Bearer Global Note is a an 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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, or in the case where the Permanent Bearer Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal principle amount of the relevant Series; and (f) 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 will, on behalf of the relevant Issuer 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 first Tranche of any Series of Notes, 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 relevant Registered Global Note and at the same time, in the case of Notes issued by SES, mark up the first Tranche Register and promptly send a copy of any Series of Notes, authenticate the Registered Global Noteupdated Register to SES; (c) deliver the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg or (and in the case of a Registered Global Note to be which is held under the NSS) , to instruct the Common Safekeeper common safekeeper to effectuate the same against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it such common depositary is holding the relevant Registered Global Note in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg and to instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the relevant Registered Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order;account; and (d) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Registered Global Notes held under Note and make all appropriate entries on the NSS, instruct the common safekeeper to effectuate the same; 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 relevant Schedule to the Notes of any other Tranche of Registered Global Note to reflect the same Series until at least the expiry of the Distribution Compliance Period increase in respect of the Trancheits nominal amount. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 Issuersrelevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and in accordance with subclause 3.2; (b) a master Permanent Bearer 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 Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclauses 3.2(a) subclause 3.3 and 3.3(a)clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuersrelevant Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Each Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives is provided with copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent or the Registrar, as the case may be, delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer, the Issuer authorises the Principal Paying Agent and the GuarantorRegistrar, and the relevant Issuer authorises each Principal Paying Agent and the Registrar agree, to take the steps required of the Principal Paying Agent and the Registrar and each of the Principal Paying 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 Principal Paying Agent will 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: (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) 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; (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; 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.; 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 relevant Issuer if specified in the applicable Final Terms that a Registered Regulation S Global Note and/or a Rule 144A Global Note will initially represent the Notes on issueTranche of Notes: (a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) 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 or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of 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 instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer (Ai) 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 distribution account and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) deliver 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 against receipt from DTC of confirmation that (i) in the case of Registered Notes issued on a non-syndicated basis, that Notes represented by the Registered Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (ii) in the case of Notes issued on a syndicated basis, that Notes represented by the Registered Global Note are held under to the NSS, instruct the common safekeeper to effectuate the sameIssuer's order; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and and/or 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 subclauses 3.1 to 3.4 if it holds:holds (as applicable): (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 IssuersIssuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes Notes, respectively, in accordance with subclauses 3.2(a) and 3.3(a); (b) a master Registered 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 IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.3); and (dc) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 subclauses 3.2, 3.3, and 3.4 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a copy (by fax, email or in hard copy) of the applicable Final Terms signed by the relevant Issuer and the Guarantor, the relevant Issuer authorises each of and the Guarantor authorise the Principal Paying Agent and the Registrar and each of the Principal Paying 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 Principal Paying Agent will 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: (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) 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; (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; 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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes Notes, deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 Principal Paying 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 Notes on issue: (a) (in the case of the first Tranche of any Series of Notes, 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 first Tranche of any Series of Notes, Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note; (c) deliver (in the case of the Registrar) in the case of the first or any subsequent Tranche of any Series of Notes, if a Registered Global Note is registered in the name of a nominee for a common depositary or common safekeeper (as the case may be) for Euroclear and Clearstream, Luxembourg, deliver the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg or (and in the case of a Registered Global Note to be which is held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; and (ed) (in the case of the Principal Paying 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 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 IssuersIssuer, 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 subclauses 3.2(a) subclause 3.3 and 3.3(a)clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Each of the Issuer and the Guarantor undertakes to ensure that the Principal Paying Agent and/or and the Registrar Registrar, as the case may be, receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note which is a NGN to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject to subclause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the Guarantor, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum.Memorandum.‌ 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will 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: (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) 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; (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; 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.Notes.‌ 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers relevant 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;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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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.Tranche.‌ 3.4 For the purpose of subclause 3.1, the Principal Paying 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 Notes on issue: (a) (in the case of the first Tranche of any Series of Notes, 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 first Tranche of any Series of Notes, 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 or (and in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it which is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, to instruct the common safekeeper to effectuate the same; and (ed) (in the case of the Principal Paying 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 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):‌‌ (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 Issuersrelevant 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 relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclauses 3.2(a) subclause 3.3 and 3.3(a)clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuersrelevant Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer and the Guarantor each undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.effectuated.‌

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject to subclause 3.5, following receipt of a copy by email of the applicable Final Terms signed by the relevant Issuer, the Issuer authorises the Principal Paying Agent and the GuarantorRegistrar, and the relevant Issuer authorises each Principal Paying Agent and the Registrar agree, to take the steps required of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum.Memorandum.‌ 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will 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: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) 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; (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; 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.Notes;‌ 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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;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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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.Tranche.‌ 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Regulation S Global Note and/or a Rule 144A Global Note will initially represent the Notes on issue:Tranche of Notes:‌ (a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) 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 or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of 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 instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer (Ai) 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 distribution account and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) deliver 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 against receipt from DTC of confirmation that (i) in the case of Registered Notes issued on a non-syndicated basis, that Notes represented by the Registered Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (ii) in the case of Notes issued on a syndicated basis, that Notes represented by the Registered Global Note are held under to the NSS, instruct the common safekeeper to effectuate the sameIssuer's order; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and and/or 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.Tranche.‌ 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 subclauses 3.1 to 3.4 if it holds:holds (as applicable): (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 IssuersIssuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes Notes, respectively, in accordance with subclauses 3.2(a) and 3.3(a); (b) a master Registered 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 IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.3); and (dc) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 subclauses 3.2, 3.3, and 3.4 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject to subclause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer, the Issuer authorises the Principal Paying Agent and the GuarantorRegistrar, and the relevant Issuer authorises each Principal Paying Agent and the Registrar agree, to take the steps required of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum.Memorandum.‌ 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will 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: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) 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; (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; 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.Notes;‌ 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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;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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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.Tranche.‌ 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Regulation S Global Note and/or a Rule 144A Global Note will initially represent the Notes on issue:Tranche of Notes:‌ (a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) 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 or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of 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 instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer (Ai) 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 distribution account and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) deliver 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 against receipt from DTC of confirmation that (i) in the case of Registered Notes issued on a non-syndicated basis, that Notes represented by the Registered Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (ii) in the case of Notes issued on a syndicated basis, that Notes represented by the Registered Global Note are held under to the NSS, instruct the common safekeeper to effectuate the sameIssuer's order; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, CUSIP numbers, CINS numbers, common codes and and/or 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.Tranche.‌ 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 subclauses 3.1 to 3.4 if it holds:holds (as applicable): (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 IssuersIssuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes Notes, respectively, in accordance with subclauses 3.2(a) and 3.3(a); (b) a master Registered 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 IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.3); and (dc) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 subclauses 3.2, 3.3, and 3.4 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a an emailed copy by email of the applicable Final Terms Pricing Supplement signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying 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 Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms Pricing Supplement 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 Pricing Supplement to a copy of the signed master Temporary Bearer Global Note; (b) authenticate the Temporary Bearer Global Note; (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 ; 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; (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; 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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers Issuer if specified in the applicable Final Terms Pricing Supplement 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 Pricing Supplement 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 the 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 Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms Pricing Supplement to the specified common depositary or Common Safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, and make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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 Seriesamount; and (fe) 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 Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms Pricing Supplement that a Registered Global Note will represent the Notes on issue: (a) (in the case of the first Tranche of any Series of Notes, Registrar) prepare a Registered Global Note by attaching a copy of the applicable Final Terms Pricing Supplement to a copy of the relevant signed master Registered Global Note; (b) (in the case of the first Tranche of any Series of Notes, 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 for Euroclear and Clearstream, Luxembourg, the Registered Global Note to the specified common depositary for Euroclear and Clearstream, Luxembourg or ; and (d) (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; and (ePrincipal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (includingincluding (as applicable), but not limited to, 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause Clause 3 if it holds:holds (as applicable): (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 IssuersIssuer, 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 subclauses 3.2(a) subclause 3.3 and 3.3(a)Clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes Note in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final TermsPricing Supplement. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely mannermanner once such documents become available. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5sub-clause 3.5 below, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer hereby authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreeshereby agree, to take the steps required of it them in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1sub-clause 3.1 above, the Principal Paying Agent will 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: (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) 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 an Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; (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; 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. 3.3 For the purpose purposes of subclause sub-clause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a an Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule Schedule (f) to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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 (fg) 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, sub-clause 3.1 the Registrar will will, on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note Notes will represent the Notes on issue: (a) in the case of the first Tranche of any Series of Notes, prepare a Registered Regulation S Global Note Note, by attaching a copy of the applicable Final Terms to a copy of the signed master Registered Global Note; (b) in authenticate (or procure the case of the first Tranche of any Series of Notes, authenticate the Registered authentication of) such Global Note; (c) deliver the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, to the specified common depositary for Euroclear and Clearstream, Luxembourg or (in the case of a Registered Global Note Notes, such Registered Global Notes to be held under a common depositary or common safekeeper, as the NSS) to the Common Safekeeper case may be, for Euroclear and/or Clearstream, Luxembourg against receipt from the common depositary or Common Safekeeper, as the case may be, common safekeeper of confirmation that it is holding the Registered Global Note Notes in safe custody for the account of Euroclear and and/or Clearstream, Luxembourg and instruct Euroclear or and/or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer (A) in the case of Registered Notes issued on a non-syndicated basis, to credit the Registered Notes represented by the such Registered Global Note Notes to the Registrar's distribution relevant Dealer’s participant account and (B) in the case of Registered Notes issued on a syndicated basis, to hold the Registered Notes represented by the such Registered Global Note to the relevant Issuer's ’s order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; 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 in respect of the TranchePeriod. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 IssuersIssuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes Notes, respectively, in accordance with subclauses 3.2(a) sub-clauses 3.2 and 3.3(a);3.3; and (b) a master Registered Regulation S Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Regulation S Global Notes Notes, in accordance with subclause 3.4(a) and sub-clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.3; and (d) signed copies of the applicable Final Terms3.4. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying 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 Principal Paying Agent will 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: (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) 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; (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; 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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 Principal Paying 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 Notes on issue: (a) (in the case of the first Tranche of any Series of Notes, 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 first Tranche of any Series of Notes, Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note; (c) (in the case of the Registrar) deliver the 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 or (and in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it which is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, to instruct the common safekeeper to effectuate the same; and (ed) (in the case of the Principal Paying 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 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 IssuersIssuer, 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 subclauses 3.2(a) subclause 3.3 and 3.3(a)clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject to subclause sub-clause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorGuarantors, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum.Memorandum.‌ 3.2 For the purpose of subclause sub-clause 3.1, the Principal Paying Agent will will, on behalf of the relevant Issuer Issuer, if specified in the applicable Final Terms specify that a Temporary Bearer Global Note will initially represent the Tranche of Notes: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) 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;Luxembourg (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 relevant Tranche; 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. 3.3 For the purpose of subclause sub-clause 3.1, the Principal Paying Agent will will, on behalf of the Issuers Issuer, if specified in the applicable Final Terms specify that a Permanent Bearer Global Note will represent the Notes on issue: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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 relevant Tranche. 3.4 For the purpose of subclause sub-clause 3.1, the Principal Paying Agent or, as the case may be, the Registrar will will, on behalf of the relevant Issuer Issuer, if specified in the applicable Final Terms specify that a Registered Global Note will represent the Notes on issue:issue:‌ (a) (in the case of the first Tranche of any Series of Notes, 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 first Tranche of any Series of Notes, Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note; (c) deliver (in the case of the Registrar) deliver: (i) 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 or , (ii) in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it which is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, to instruct the common safekeeper to effectuate the same; and (ed) (in the case of the Principal Paying 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 the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the relevant Tranche. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable):‌ (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 IssuersIssuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes in accordance with sub-clause 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 subclauses 3.2(a) sub-clause 3.3 and 3.3(a)clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and sub-clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject to subclause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum.Memorandum.‌ 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will 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: (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) 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; (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; andand‌ (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.Notes.‌ 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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.Tranche.‌ 3.4 For the purpose of subclause 3.1, the Principal Paying 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 Notes on issue: (a) (in the case of the first Tranche of any Series of Notes, 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 first Tranche of any Series of Notes, Registrar) authenticate (or procure the authentication of) the relevant Registered Global NoteNote in accordance with the provisions of the Trust Deed; (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 or (and in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it which is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, to instruct the common safekeeper to effectuate the same; andand‌ (ed) (in the case of the Principal Paying 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 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.Tranche.‌ 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 IssuersIssuer, 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 subclauses 3.2(a) subclause 3.3 and 3.3(a)clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes Note in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.effectuated.‌

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.53.4 below, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and (where the relevant Issuer is UUWF) the Guarantor, the relevant Issuer hereby authorises each of the Principal Paying Agent and the Registrar Registrar, and each of the Principal Paying Agent and the Registrar hereby agrees, 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 will, inter alia, on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note and/or a Permanent Bearer Global Note will initially represent the Tranche of Notes: (a) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent 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 (or procure the Temporary authentication of) such Bearer Global Note; (c) deliver the such Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note and/or Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; (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; andapplicable Restricted Period; (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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the 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 Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper to effectuate the same; (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;; and (ef) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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. 3.3 For the purpose of subclause 3.1, the Principal Paying 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 Notes on issue: (fa) (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; (d) (in the case of the Principal Paying Agent) 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 relevant 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 first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global NoteRestricted Period; (be) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) deliver if the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, to the specified common depositary for Euroclear and Clearstream, Luxembourg or (in the case of a Registered Global Note is intended to be held under the NSS, 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 (f) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the Common Safekeeper against receipt from the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, of confirmation that it is holding for attachment to the Registered Global Note and make all appropriate entries in safe custody for the account of Euroclear and ClearstreamRegister to reflect the increase in its nominal amount or, 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 relevant Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by where the Registered Global Note is intended to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes be held under the NSS, instruct Euroclear and Clearstream, Luxembourg to make the common safekeeper appropriate entries in their records to effectuate reflect the same; 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 increased outstanding aggregate principal amount of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Trancherelevant Series. 3.5 3.4 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 Issuersrelevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and in accordance with subclause 3.2(a); (b) a master Permanent Bearer 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 Principal Paying Agent for the purpose of preparing Permanent Bearer Global Notes in accordance with subclauses subclause 3.2(a) and 3.3(a); (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuersrelevant Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes Note in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.3(a); and (d) signed copies of the applicable Final Terms. 3.6 The 3.5 Each of the Issuers and (where the relevant Issuer undertakes is UUWF) the Guarantor undertake to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 3.4 in a timely manner. 3.7 3.6 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.53.2, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agreesagree, to take the steps required of it them in the Procedures Memorandum. 3.2 . For the this purpose of subclause 3.1, the Principal Paying 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 Temporary Bearer Global Note will initially represent the Tranche of NotesIssuer: (a) (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) 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 signed master Temporary Bearer Global Note or Definitive IAI Registered Note; (b) authenticate (or procure the Temporary Bearer authentication of) the relevant Global NoteNotes and/or Definitive IAI Registered Notes; (c) (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent 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 an 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; (d) (in the case of the Principal Paying Agent) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is an 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; (e) (in the case of the Registrar) deliver: (i) in the case of Regulation S Global Notes 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 Regulation S Global Note to the specified common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg and, in the case of a Regulation S Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as the case may be, of confirmation that such common depositary or common safekeeper, as the case may be, is holding the Regulation S 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 Registrar and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Regulation S Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Regulation S Global Note to the Issuer's order; (ii) in the case of Rule 144A Global Notes registered in the name of a nominee for DTC, the Rule 144A Global Note to a custodian for DTC against receipt from DTC of confirmation that (A) in the case of Rule 144A Notes issued on a non-syndicated basis, that Notes represented by the Rule 144A Global Note have been credited to the relevant Dealer's participant account (or the participant account of the DTC participant through which the relevant Dealer is acting) and (B) in the case of Notes issued on a syndicated basis, that Notes represented by the Rule 144A Global Note are held to the Issuer's order; and (iii) in the case of Definitive IAI Registered Notes, the Notes to or to the order of the relevant Dealer; (f) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, 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 expiry of the Distribution Compliance Period in respect of the Tranche; and (eg) if the Temporary Bearer Global Note and/or Permanent Bearer Global Note is a an 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. 3.3 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will will, on behalf of the Issuers 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 the 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 Global Note is a NGN) for of Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 relevant 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 first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) deliver the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, to the specified common depositary for Euroclear and Clearstream, Luxembourg or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it such common depositary is holding the Registered 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 Registrar Principal Paying Agent and the relevant Issuer (Ai) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Permanent Bearer Global Note to the RegistrarPrincipal Paying Agent's distribution account and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Permanent Bearer Global Note to the relevant Issuer's order; (d) 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 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 Registered Global Notes held under issued on a non-syndicated basis, to credit the NSSNotes 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, instruct to hold the common safekeeper Notes the subject of the applicable Final Terms to effectuate the sameIssuer'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. 3.5 3.3 Each of 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:holds (as applicable): (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 IssuersIssuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes Notes, respectively, in accordance with subclauses 3.2(asubclause 3.1(a) and 3.3(a)clause 4; (b) a master Registered 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 IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Regulation S Global Notes and Rule 144A Global Notes, respectively, in accordance with subclause 3.4(a) and clause 43.1(a); (c) a master Definitive IAI Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Definitive IAI Registered Notes in accordance with subclause 4.33.1(a); and (d) signed copies of the applicable Final Terms. 3.6 3.4 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 3.3 in a timely manner. 3.7 3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Note Notes to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying 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 Principal Paying Agent will 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: (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) 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; (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; 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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 Principal Paying 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 Notes on issue: (a) (in the case of the first Tranche of any Series of Notes, 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 first Tranche of any Series of Notes, 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 or (and in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it which is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, to instruct the common safekeeper to effectuate the same; and (ed) (in the case of the Principal Paying 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 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 IssuersIssuer, 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 subclauses 3.2(a) subclause 3.3 and 3.3(a)clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes Note in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 (1) Subject to subclause 3.5(2), following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent, and each of the Principal Paying Agent and the Registrar CMU Lodging and Paying Agent agrees, to take the steps required of it them in the Procedures Memorandum. 3.2 . For this purpose the purpose of subclause 3.1Principal Paying Agent or, with respect to CMU Notes, the Principal CMU Lodging and Paying Agent will on behalf of the relevant Issuer 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 that Terms) a Temporary Bearer Global Note will initially represent the Tranche of Notes: (a) prepare a Temporary Bearer Permanent Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note; (b) authenticate (or procure the Temporary Bearer authentication of) the Global NoteNotes; (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 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; (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; 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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 Principal Paying Agent with respect to Notes other than CMU Notes, prepare a Permanent Bearer ) deliver the Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the master and/or 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 the 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 Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper to effectuate the same; (dI) 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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Temporary Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct specified common depositary of 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, 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 relevant 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 first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) deliver the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, to the specified common depositary for Euroclear and Clearstream, Luxembourg or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it is holding the Registered relevant Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg or (II) if the Temporary Global Note is a NGN, 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 or both of them (as the case may be) unless otherwise agreed in writing between the Registrar Principal Paying Agent and the relevant Issuer (Ai) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the Registered Global Note to the RegistrarPrincipal Paying Agent's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it 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 Issuers, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes in accordance with subclauses 3.2(a) and 3.3(a); (b) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.3; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a copy by email of the applicable Final Terms signed by the relevant Issuer, the Issuer authorises the Principal Paying Agent and the GuarantorRegistrar, and the relevant Issuer authorises each Principal Paying Agent and the Registrar agree, to take the steps required of the Principal Paying Agent and the Registrar and each of the Principal Paying 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 Principal Paying Agent will 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: (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) 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; (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; 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.; 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will initially represent the Notes on issueTranche of Notes: (a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) 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 or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of 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 instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer (Ai) 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 distribution account and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; and (e) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and and/or 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 subclauses 3.1 to 3.4 if it holds:holds (as applicable): (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 IssuersIssuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes Notes, respectively, in accordance with subclauses 3.2(a) and 3.3(a); (b) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.3); and (dc) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 subclauses 3.2, 3.3, and 3.4 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying 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 Principal Paying Agent will 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: (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) 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; (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; 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. 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 Principal Paying 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 Notes on issue: (a) (in the case of the first Tranche of any Series of Notes, 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 first Tranche of any Series of Notes, 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 or (and in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it which is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, to instruct the common safekeeper to effectuate the same; and (ed) (in the case of the Principal Paying 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 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 IssuersIssuer, 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 subclauses 3.2(a) subclause 3.3 and 3.3(a)clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause clause 3.5, following receipt of a faxed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant such Issuer authorises each of the Principal Paying Agent and the Registrar and each of the 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 Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Temporary Global Bearer Global Note will initially represent the Tranche of Notes: (a) prepare a Temporary Global Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Global Bearer Global NoteNote ; (b) authenticate (or procure the authentication of) the Temporary Global Bearer Global Note; (c) deliver the Temporary Global Bearer Global Note to the specified common depositary (if the Temporary Global Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Global Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; (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; and (e) if the Temporary Global 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 nominal amount of the relevant Tranche of Notes. 3.3 For the purpose of subclause clause 3.1, the Principal Paying Agent will on behalf of the Issuers relevant Issuer if specified in the applicable Final Terms that a Permanent Global 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 Global Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Bearer Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Bearer Global Note; (c) in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Bearer Global Note to the specified common depositary (if the Permanent Global Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Global Bearer Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (d) if the Permanent Global 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 nominal amount of the relevant Tranche of Notes; (e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeeperspecified common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal nominal amount of the relevant Series; and (f) 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 clause 3.1, the Principal Paying 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 Notes on issue: (a) (in the case of the first Tranche of any Series of Notes, 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 first Tranche of any Series of Notes, Registrar) authenticate (or procure the authentication of) the relevant Registered Global Note); (c) deliver (in the case of the Registrar), deliver, the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, to the specified common depositary (if the Registered Global Notes is a CGN) or specified common safekeeper (if the Registered Global Note is a NGN) for Euroclear and Clearstream, Luxembourg or (and, in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it which is holding the Registered 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 Registrar and the relevant Issuer (A) in the case of Notes issued on a nonEurosystem-syndicated basiseligible NGN, to credit the Notes represented by the Registered Global Note to the Registrar's distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; (d) (in the case of the Registrar), deliver, the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, and, in the case where the Registered Global Note is a CGN, make all appropriate entries on the relevant schedule to the Registered Global Note to reflect the increase in its nominal amount or, in the case where the Registered Global Note is an NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate nominal amount of the relevant Series; and (e) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited toincluding (as applicable), 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (a) a master Temporary Global 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 Issuersrelevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Global Bearer Global Notes and Permanent Bearer Global Notes in accordance with subclauses 3.2(a) clause 3.2 and 3.3(a)clause 4; (b) a master Permanent Global Bearer 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 Principal Paying Agent for the purpose of preparing Permanent Global Bearer Notes in accordance with clause 3.3 and clause 4; (c) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuersrelevant Issuer, which may be used by the Registrar for the purpose of preparing the Registered Global Notes in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; and (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause clause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Global Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Global Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Global Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject to subclause 3.53.4, following receipt of a faxed copy by email of the applicable Final Terms Pricing Supplement signed by the relevant Issuer and the GuarantorGuarantor (in the case of Guaranteed Notes), the relevant Issuer and the Guarantor (in the case of Guaranteed Notes) authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of it the Agent in the Procedures Memorandum.Memorandum.‌ 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms Pricing Supplement 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 Pricing Supplement to a copy of the signed master Temporary Bearer Global Note; (b) authenticate the Temporary Bearer Global Note; (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 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; (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; 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.Notes.‌‌ 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers relevant Issuer if specified in the applicable Final Terms Pricing Supplement 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 Pricing Supplement 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-Eurosystem- eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms Pricing Supplement to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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.Tranche.‌ 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the relevant 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 first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) deliver the Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, to the specified common depositary for Euroclear and Clearstream, Luxembourg or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; 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. 3.5 Each of the Principal Paying The Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 Issuers, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes in accordance with subclauses 3.2(a) and 3.3(a); (b) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuersrelevant Issuer, which may be used by the Registrar Agent for the purpose of preparing Registered Temporary Global Notes in accordance with subclause 3.4(a) and clause 43.2; (cb) a master Definitive Registered Permanent Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuersrelevant Issuer, which may be used by the Registrar Agent for the purpose of preparing Definitive Registered Permanent Global Notes in accordance with subclause 4.33.3 and clause 4; and (dc) signed copies of the applicable Final TermsPricing Supplement. 3.6 3.5 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 3.4 in a timely manner. 3.7 3.6 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.effectuated.‌‌

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause Clause 3.5, following receipt of a faxed or electronic copy by email of the applicable Final Terms signed by the relevant Issuer, the Issuer authorises the Principal Paying Agent and the GuarantorRegistrar, and the relevant Issuer authorises each Principal Paying Agent and the Registrar agree, to take the steps required of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum. 3.2 For the purpose of subclause Clause 3.1, the Principal Paying Agent will 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: (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) 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; (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; 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. 3.3 For the purpose of subclause Clause 3.1, the Principal Paying Agent will on behalf of the Issuers 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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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 the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, be for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, 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 Clause 3.1, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will initially represent the Notes on issueTranche of Notes: (a) in the case of the first Tranche of any Series of Notes, prepare a Registered Global Note by attaching a copy of the applicable Final Terms to a copy of the master Registered Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Registered Global Note; (c) 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 or (in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, common safekeeper of confirmation that it is holding the Registered Global Note in safe custody for the account of 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 instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the relevant Issuer (Ai) 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 ’s distribution account and (Bii) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's ’s order; (d) in the case of Registered Global Notes held under the NSS, instruct the common safekeeper to effectuate the same; and (ed) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and and/or 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. 3.5 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 Clauses 3.1 to 3.4 if it holds:holds (as applicable): (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 IssuersIssuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes Notes, respectively, in accordance with subclauses Clauses 3.2(a) and 3.3(a); (b) a master Registered Global Note Note, each duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes Notes, respectively, in accordance with subclause Clause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.3); and (dc) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 Clauses 3.2, 3.3, and 3.4 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to be held in a manner which would allow Eurosystem eligibility, provided that the Notes are held in NGN form or under the NSS.

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject to subclause 3.5, following receipt of a faxed or emailed copy by email of the applicable Final Terms signed by the relevant Issuer and the GuarantorIssuer, the relevant Issuer authorises each of the Principal Paying Agent and the Registrar and each of the Principal Paying Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum.Memorandum.‌ 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will 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, the Principal Paying Agent will on behalf of the Issuer: (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) 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; (d) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes codes, ISINs, FISNs and ISINsCFIs) 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; 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.Notes.‌ 3.3 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuers if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue, the Principal Paying Agent will on behalf of the Issuer: (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 the Permanent Bearer Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified Common Safekeeper common safekeeper (if the Permanent Bearer Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the Common Safekeeper common safekeeper to effectuate the same; (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;Notes;‌ (e) in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or Common Safekeepercommon safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Bearer Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the 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, as applicable, security numbers (including, but not limited to, common codes codes, ISINs, FISNs and ISINsCFIs) 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.Tranche.‌ 3.4 For the purpose of subclause 3.1, the Registrar will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Registered Global Note will represent the Notes on issue, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the Issuer: (a) (in the case of the first Tranche of any Series of Notes, 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 first Tranche of any Series of Notes, 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 or (and in the case of a Registered Global Note to be held under the NSS) to the Common Safekeeper against receipt from the common depositary or Common Safekeeper, as the case may be, of confirmation that it which is holding the Registered 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 Registrar and the relevant Issuer (A) 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 distribution account and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the relevant Issuer's order; (d) in the case of Registered Global Notes held under the NSS, to instruct the common safekeeper to effectuate the same; and (ed) (in the case of the Principal Paying Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (includingincluding (as applicable), but not limited to, common codes codes, ISINs, FISNs and ISINsCFIs) 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.Tranche.‌ 3.5 Each of the The Principal Paying Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds:holds (as applicable): (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 IssuersIssuer, 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 subclauses 3.2(a) subclause 3.3 and 3.3(a)clause 4; (bc) a master Registered Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the IssuersIssuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes Note in accordance with subclause 3.4(a) and clause 4; (c) a master Definitive Registered Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuers, which may be used by the Registrar for the purpose of preparing Definitive Registered Notes in accordance with subclause 4.33.4; andand‌ (d) signed copies of the applicable Final Terms. 3.6 The relevant Issuer undertakes to ensure that the Principal Paying Agent and/or the Registrar receives copies of each document specified in subclause 3.5 in a timely manner. 3.7 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a Common Safekeeper common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the Common Safekeeper common safekeeper that the relevant Bearer Global Note has been effectuated. 3.8 Where the Registrar delivers any authenticated Registered Global Note The parties to be held under the NSS to a Common Safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Registered Global Note retained by it following its receipt of confirmation from the Common Safekeeper this Agreement acknowledge that the relevant Registered Global Covered Bond has been effectuated. 3.9 For the purposes of subclause 3.1, the Principal Paying Agent shall inform the Common Safekeeper whether or not any Global Note is intended to may be held in a manner which would allow Eurosystem eligibilitysigned, provided that the Notes are held in NGN form or under the NSS.authenticated and stored electronically.‌