REG - Macquarie Group Ltd - Publication of a Prospectus <Origin Href="QuoteRef">MQG.AX</Origin> - Part 6

MacquarieAnnouncement

15/06/2016 07:05

- Part 6: For the preceding part double click  ID:nRSO2097Be 

rounded upwards). 
 
5.4          Interest - Fixed/Floating 
 
If Fixed/Floating Rate Interest Basis is specified as being applicable in the applicable Final Terms, each PD Debt
Instrument bears interest from (and including) the Interest Commencement Date (which unless otherwise specified in the
applicable Final Terms shall be the Issue Date) at the applicable rates of interest determined in accordance with this
Condition 5.4, and such interest will be payable in arrear on the relevant Interest Payment Date (as defined below). 
 
If Fixed/Floating Rate Interest Basis is specified as being applicable in the applicable Final Terms, the basis upon which
interest accrues (and on which the rate of interest shall be determined) will (unless the PD Debt Instruments are redeemed
or purchased and cancelled prior to the Interest Basis Conversion Date) change from one interest basis (the "First Interest
Basis") to another (the "Second Interest Basis"). 
 
The First Interest Basis shall apply to any Interest Period in the First Interest Basis Period and the Second Interest
Basis shall apply to any Interest Period in the Second Interest Basis Period. 
 
The rate of interest for any Interest Period, and the amount of interest payable on each Interest Payment Date in respect
of such Interest Period, shall be determined by the Agent or (if specified in the applicable Final Terms) the Calculation
Agent, as applicable, in accordance with (i) if the relevant Interest Basis is specified in the applicable Final Terms to
be Fixed Rate, Condition 5.2 or (ii) if the relevant Interest Basis is specified in the applicable Final Terms to be
Floating Rate, Condition 5.3. If an Interest Basis for an Interest Basis Period is specified in the applicable Final Terms
as being Floating Rate, the notification and publication requirements of Condition 5.5(b) shall apply in respect of each
Interest Period falling within such Interest Basis Period. 
 
If the Second Interest Basis is specified to be Floating Rate in the applicable Final Terms and the Interest Basis
Conversion Date is not a Business Day for the purposes of determining the Rate of Interest in accordance with Condition
5.5(b), the Interest Determination Date for the Interest Period immediately following the Interest Basis Conversion Date
shall be the Business Day immediately preceding the Interest Basis Conversion Date. 
 
For the purposes of this Condition 5.4: 
 
"First Interest Basis Period" means the period from (and including) the Interest Commencement Date to (but excluding) the
Interest Basis Conversion Date. 
 
"Interest Basis" means the First Interest Basis or the Second Interest Basis, as applicable. 
 
"Interest Basis Conversion Date" shall have the meaning specified in the applicable Final Terms. 
 
"Interest Basis Period" means the First Interest Basis Period or the Second Interest Basis Period, as applicable. 
 
"Interest Payment Date(s)" means, in relation to each Interest Basis: 
 
(A)          the Interest Payment Date(s) in each year specified in the applicable Final Terms; or 
 
(B)          if no express Interest Payment Date(s) is/are specified in the applicable Final Terms, each date which falls
the number of months or other period specified as the Interest Period in the applicable Final Terms after the preceding
Interest Payment Date or, in the case of the first Interest Payment Date that falls within the First Interest Basis Period,
after the Interest Commencement Date. 
 
"Second Interest Basis Period" means the period from (and including) the Interest Basis Conversion Date to (but excluding)
the Maturity Date. 
 
5.5          Interest - supplemental provisions 
 
(a)           Interest Payment Dates and Interest Periods 
 
Interest on each PD Debt Instrument will be payable in arrear at such intervals and on such dates as are specified in the
relevant Final Terms and at the Maturity Date of such PD Debt Instrument (each an "Interest Payment Date").  The period
beginning on (and including) the Issue Date of a PD Debt Instrument (or other date specified in the relevant Final Terms as
the Interest Commencement Date) and ending on (but excluding) the first Interest Payment Date, and each period thereafter
from (and including) an Interest Payment Date to (but excluding) the next following Interest Payment Date, is referred to
in these Conditions as an "Interest Period".  The I&P Agent must notify the London Stock Exchange of each Interest Period
for PD Debt Instruments listed on the London Stock Exchange. 
 
(b)           Notification of Interest Rate, interest payable and other items 
 
The Calculation Agent will cause each Interest Rate, the amount of interest payable and each other amount, item or date, as
the case may be, determined or calculated by it to be notified to the Issuer and, in the case of Bearer PD Debt
Instruments, the I&P Agent or, in the case of Registered PD Debt Instruments, the Registrar, the London Stock Exchange and
to be notified to PD Debt Instrument Holders in accordance with Condition 18 as soon as practicable after such
determination or calculation but in any event not later than the fourth Banking Day in the Relevant Financial Centre (as
defined in Condition 5.3) thereafter.  The Calculation Agent will be entitled to amend any such amount, item or date (or to
make appropriate alternative arrangements by way of adjustment) without prior notice in the event of the extension or
abbreviation of any relevant Interest Period or calculation period and such amendment will be notified in accordance with
the previous sentence. 
 
(c)           Determination final 
 
The determination by the Calculation Agent of all amounts, items and dates falling to be determined by it pursuant to these
Conditions (including, without limitation, the Interest Rate for any Interest Period and the amount of interest payable for
any Interest Period in respect of any PD Debt Instrument) shall, in the absence of manifest error, be final and binding on
all parties. 
 
(d)           Accrual of interest 
 
Interest shall accrue on the outstanding principal amount of each PD Debt Instrument on the paid up principal amount of
such PD Debt Instrument.  Interest will cease to accrue as from the due date for redemption of a PD Debt Instrument unless
(except in the case of any payment where presentation and/or surrender of the relevant PD Debt Instrument is not required
as a precondition of payment) upon due presentation and/or surrender of the relevant PD Debt Instrument, the relevant
payment is not made in which case interest will continue to accrue thereon (after as well as before any demand or judgment)
at the rate then applicable to the outstanding principal amount of the PD Debt Instruments or such other default rate (if
any) as may be specified in the relevant Final Terms until the date on which, upon (except in the case where presentation
and/or surrender of the relevant PD Debt Instrument is not required as a precondition of payment) due presentation and/or
surrender of the relevant PD Debt Instrument, the relevant payment is made or, if earlier (except in the case where
presentation and/or surrender of the relevant PD Debt Instrument is not required as a precondition of payment), the seventh
day after the date on which, the I&P Agent or, as the case may be, the Registrar having received the funds required to make
such payment, notice of that circumstance is given to the PD Debt Instrument Holder in accordance with Condition 18 (except
to the extent that there is failure in the subsequent payment thereof to the relevant PD Debt Instrument Holder). 
 
(e)           Business Day Convention 
 
If the Business Day Convention is specified in the relevant Final Terms to be: 
 
(i)             the Floating Rate Convention, such Interest Payment Date shall be postponed to the next day which is a
Business Day unless it would thereby fall into the next calendar month, in which event: 
 
(A)          such Interest Payment Date shall be brought forward to the immediately preceding Business Day; and 
 
(B)          each subsequent Interest Payment Date shall be the last Business Day in the month which falls the number of
months or other period specified as the Interest Period in the relevant Final Terms after the preceding applicable Interest
Payment Date occurred; or 
 
(ii)            the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which
is a Business Day; or 
 
(iii)           the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next
day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment
Date shall be brought forward to the immediately preceding Business Day; or 
 
(iv)          the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately
preceding Business Day. 
 
(f)            Day Count Fraction 
 
"Day Count Fraction" means, in respect of the calculation of an amount of interest for any Interest Period: 
 
(i)            if "Actual/365" or "Actual/Actual" is specified in the relevant Final Terms, the actual number of days in
the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the
actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual
number of days in that portion of the Interest Period falling in a non-leap year divided by 365); 
 
(ii)           if "Actual/365 (Fixed)" is specified in the relevant Final Terms, the actual number of days in the Interest
Period divided by 365; 
 
(iii)          if "Actual/360" is specified in the relevant Final Terms, the actual number of days in the Interest Period
divided by 360; 
 
(iv)         if "30/360", "360/360" or "Bond Basis" is specified in the relevant Final Terms, the number of days in the
Interest Period divided by 360 calculated on a formula basis as follows: 
 
 Day Count Fraction    =  [360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1)  
                          360                                            
 
 
where: 
 
"Y1"      is the year, expressed as a number, in which the first day of the Calculation Period falls; 
 
"Y2"      is the year, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls; 
 
"M1"     is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; 
 
"M2"     is the calendar month, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls; 
 
"D1"      is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in
which case D1 will be 30; and 
 
"D2"      is the calendar day, expressed as a number, immediately following the last day included in the Calculation
Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; 
 
(v)          if "30E/360" or "Eurobond basis" is specified in the relevant Final Terms, the number of days in the Interest
Period divided by 360 calculated on a formula basis as follows: 
 
 Day Count Fraction    =  [360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1)  
                          360                                            
 
 
where: 
 
"Y1"      is the year, expressed as a number, in which the first day of the Calculation Period falls; 
 
"Y2"      is the year, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls; 
 
"M1"     is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; 
 
"M2"     is the calendar month, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls; 
 
"D1"      is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in
which case D1 will be 30; and 
 
"D2"      is the calendar day, expressed as a number, immediately following the last day included in the Calculation
Period, unless such number would be 31, in which case D2 will be 30; 
 
(vi)         if "30E/360 (ISDA)" is specified hereon, the number of days in the Calculation Period divided by 360,
calculated on a formula basis as follows: 
 
 Day Count Fraction    =  [360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1)  
                          360                                            
 
 
where: 
 
"Y1"      is the year, expressed as a number, in which the first day of the Calculation Period falls; 
 
"Y2"      is the year, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls; 
 
"M1"     is the calendar month, expressed as a number, in which the first day of the Calculation Period falls; 
 
"M2"     is the calendar month, expressed as a number, in which the day immediately following the last day included in the
Calculation Period falls; 
 
"D1"      is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day
of February or (ii) such number would be 31, in which case D1 will be 30; and 
 
"D2"      is the calendar day, expressed as a number, immediately following the last day included in the Calculation
Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which
case D2 will be 30; 
 
(vii)        if "Australian Bond Basis" is specified in the relevant Final Terms, one divided by the number of Interest
Payment Dates in a year (or where the Calculation Period does not constitute an Interest Period, the actual number of days
in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of: 
 
(i)            the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366;
and 
 
(ii)            the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by
365)); or 
 
(viii)       if "Actual/Actual-ICMA" is specified in the relevant Final Terms: 
 
(i)             if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the
number of days in the Calculation Period divided by the product of (A) the number of days in such Determination Period and
(B) the number of Determination Periods normally ending in any year; and 
 
(ii)            if the Calculation Period is longer than one Determination Period, the sum of: 
 
(A)          the number of days in such Calculation Period falling in the Determination Period in which it begins divided
by the product of (aa) the number of days in such Determination Period and (ab) the number of Determination Periods
normally ending in any year; and 
 
(B)          the number of days in such Calculation Period falling in the next Determination Period divided by the product
of (aa) the number of days in such Determination Period and (ab) the number of Determination Periods normally ending in any
year, 
 
where: 
 
"Determination Period" means the period from and including a Determination Date in any year to but excluding the next
Determination Date. 
 
"Calculation Period" means the relevant period for which interest is to be calculated (from and including the first such
day to but excluding the last). 
 
5.6          Zero Coupon PD Debt Instruments 
 
If the amount due and payable in respect of a Zero Coupon PD Debt Instrument on the redemption date is not paid when due,
the Interest Rate for any such overdue principal shall be a rate per annum (expressed as a percentage) equal to the
Amortisation Yield specified in the relevant Final Terms. 
 
5.7          Definitions 
 
In these Conditions: 
 
"Additional Business Centre" means any city specified as such in the relevant Final Terms. 
 
"Banking Day" means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open
for business. 
 
"Business Day" means: 
 
(a)          in the case of a Specified Currency other than Euro, U.S. Dollars or Renminbi, a day (other than a Saturday or
a Sunday) on which commercial banks and foreign exchange markets settle payments in (unless otherwise agreed between the
Issuer and the I&P Agent, in the case of a Bearer PD Debt Instrument, or the Registrar, in the case of a Registered PD Debt
Instrument) the principal financial centre for that currency which, if the currency is Australian Dollars, shall be Sydney;
and/or 
 
(b)         in the case of U.S. Dollars, a day (other than a Saturday or a Sunday) on which commercial banks and foreign
exchange markets settle payments in New York City (unless otherwise agreed between the Issuer, each relevant Agent and
Registrar); and/or 
 
(c)          in the case of Euro, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange
markets settle payments in (unless otherwise agreed between the Issuer and the I&P Agent, in the case of a Bearer PD Debt
Instrument, or the Registrar, in the case of a Registered PD Debt Instrument) London and a day on which the Trans-European
Automated Real-Time Gross-Settlement Express Transfer TARGET 2 System ("TARGET 2") is operating; and/or 
 
(d)         in the case of Renminbi, a day (other than a Saturday, a Sunday or a public holiday) on which commercial banks
are generally open for business and settlement of Renminbi payments in Hong Kong or such other principal financial centre
as may be agreed from time to time by the Issuer and the relevant Dealer(s); and/or 
 
(e)          in the case of a Specified Currency and/or one or more Additional Business Centres, a day (other than a
Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in the Specified Currency in
(unless otherwise agreed between the Issuer and the I&P Agent, in the case of a Bearer PD Debt Instrument, or the
Registrar, in the case of a Registered PD Debt Instrument) the Additional Business Centre(s) or, if no currency is
specified, generally in each of the Additional Business Centres so specified; and/or 
 
(f)          if a PD Debt Instrument is to be issued or paid on such Business Day a day on which each relevant Clearing
System is operating. 
 
"Calculation Agent" means Deutsche Bank AG, London Branch and any other person appointed as calculation agent by the
Issuer. 
 
"Clearing System" means Euroclear Bank S.A./N.V. ("Euroclear"), Clearstream Banking, société anonyme, the Central
Moneymarkets Unit Service ("CMU Service"), Austraclear Limited (ABN 94 002 060 773), as operator of the Austraclear System
("Austraclear") and/or any other clearing system specified in the relevant Final Terms. 
 
"Reference Banks" means the institutions specified as such in the relevant Final Terms or, if none, four major banks
selected by the Calculation Agent in the inter-bank market that is most closely connected with the Reference Rate. 
 
"Representative Amount" means the amount so specified in the relevant Final Terms or, if none, an amount that is
representative for a single transaction in the relevant market at the relevant time. 
 
6              Redemption and Purchase 
 
6.1          Redemption 
 
Unless previously redeemed or purchased and cancelled, each PD Debt Instrument will be redeemed on its Maturity Date as
specified in the relevant Final Terms at its maturity redemption amount ("Maturity Redemption Amount") (which shall be its
outstanding principal amount or such other Maturity Redemption Amount as may be specified in or determined in accordance
with the relevant Final Terms). 
 
6.2          Redemption at the option of the Issuer 
 
The Issuer may (if this Condition 6.2 is specified in the relevant Final Terms as being applicable) having given at least
30 days but not more than 60 days' notice (or such period as specified in the relevant Final Terms) to PD Debt Instrument
Holders in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable)
and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless
and to the extent that the relevant Final Terms specify otherwise, some only) of the PD Debt Instruments on any Business
Day (being, in the case of interest-bearing PD Debt Instruments, an Interest Payment Date) at their early redemption amount
(call) ("Early Redemption Amount (Call)") (which shall be their outstanding principal amount or a percentage of their
outstanding principal amount as specified in the Final Terms) together with accrued interest (if any) thereon. 
 
The notice referred to in the preceding paragraph shall specify: 
 
(a)           the Series of PD Debt Instruments subject to redemption; 
 
(b)          whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate principal
amount of the PD Debt Instruments of the relevant Series which are to be redeemed; 
 
(c)           the due date for redemption; 
 
(d)          the Early Redemption Amount (Call) at which such PD Debt Instruments are to be redeemed; and 
 
(e)           whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or
method of calculation thereof, all as specified in the relevant Final Terms. 
 
In the case of a partial redemption of PD Debt Instruments, the PD Debt Instruments to be redeemed will be selected by the
I&P Agent or in the case of a Tranche represented wholly by Registered PD Debt Instruments, the Registrar, and notice of
the PD Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance
with Condition 18 not less than 15 days prior to the date fixed for redemption. 
 
6.3          Redemption at the option of PD Debt Instrument Holders 
 
The Issuer will (if this Condition 6.3 is specified in the relevant Final Terms as being applicable), at the option of any
PD Debt Instrument Holder giving not less than 30 days but not more than 60 days (or such other period specified in the
Final Terms), redeem such PD Debt Instruments on any day (being, in the case of an interest-bearing PD Debt Instrument  one
or more Interest Payment Dates) at its early redemption amount (put) ("Early Redemption Amount (Put)") (which shall be its
outstanding principal amount or a percentage of its outstanding principal amount as specified in the relevant Final Terms)
together with accrued interest (if any) thereon. 
 
To exercise such option, the PD Debt Instrument Holder must complete, sign and deposit at the specified office of, in the
case of a Bearer PD Debt Instrument, the I&P Agent or, in the case of a Registered PD Debt Instrument, the Registrar or the
Transfer Agent, a redemption notice in the form obtainable from the I&P Agent or the Registrar or the Transfer Agent (as
applicable) not less than 45 days before the redemption date, deposit the relevant PD Debt Instrument (together, in the
case of an interest-bearing Bearer PD Debt Instrument, with any unmatured Coupons and unexchanged Talons appertaining
thereto and, in the case of a Registered PD Debt Instrument the relevant Certificate (if certificated)) with, in the case
of a Bearer PD Debt Instrument, the I&P Agent or, in the case of a Registered PD Debt Instrument, the Registrar or the
Transfer Agent. 
 
6.4          Redemption for taxation reasons 
 
If, in respect of the PD Debt Instruments of any Series the Issuer, on the occasion of the next payment due in respect of
the PD Debt Instruments, would be required to pay any Additional Amounts referred to in Condition 8, then the Issuer may at
its option give not more than 60 nor less than 30 days' notice to each Agent and to the PD Debt Instrument Holders in
accordance with Condition 18, and upon expiry of such notice shall redeem all but not some only of the PD Debt Instruments
at their early redemption amount (tax) ("Early Redemption Amount (Tax)") (which shall be their outstanding principal amount
or a percentage of their outstanding principal amount as specified in the relevant Final Terms) together  with accrued
interest (if any) accrued to the due date for redemption). 
 
Prior to publication of any such notice of redemption, the Issuer shall deliver to the I&P Agent a certificate signed by an
authorised person of the Issuer showing that the conditions precedent to the right of the Issuer so to redeem have occurred
and an opinion of legal advisers of recognised standing to the Issuer in its jurisdiction of incorporation to the effect
that the Issuer would be required to make any such withholding or deduction. 
 
Such notice shall be given promptly upon the occurrence of any of the above events. 
 
6.5          Purchases 
 
The Issuer or any of its Related Entities may at any time purchase PD Debt Instruments, Coupons or Talons (provided that,
in the case of interest-bearing Bearer PD Debt Instruments, all unmatured Coupons and unexchanged Talons appertaining
thereto are attached or surrendered therewith) at any price in the open market or otherwise.  If the Issuer proposes to
purchase PD Debt Instruments by tender, such tender will be made available equally to all PD Debt Instrument Holders.  Such
PD Debt Instruments may be held, reissued, resold or, at the option of the Issuer, surrendered to any Paying Agent for
cancellation.  In this Condition 6.5, "Related Entities" has the meaning given to that term in the Corporations Act. 
 
6.6          Cancellation 
 
All PD Debt Instruments redeemed or purchased for cancellation by or on behalf of the Issuer, will forthwith be surrendered
for cancellation to any Paying Agent (in the case of Bearer PD Debt Instruments) or the Registrar or the Transfer Agent (in
the case of Registered PD Debt Instruments which are certificated) and must be surrendered together with, in the case of
interest-bearing Bearer PD Debt Instruments, all unmatured Coupons and unexchanged Talons and accordingly may not be
reissued or resold.  All such PD Debt Instruments will be cancelled forthwith (together with all such Coupons and Talons)
and the Issuer's obligations in respect of such PD Debt Instruments shall be discharged upon such cancellation. 
 
6.9          Zero Coupon PD Debt Instruments 
 
In the case of Zero Coupon PD Debt Instruments, the Early Redemption Amount will be an amount ("Amortised Face Amount")
equal to the sum of: 
 
(a)          the Reference Price (as specified in the relevant Final Terms); and 
 
(b)          the product of the Accrual Yield (as specified in the relevant Final Terms) (compounded annually) being
applied to the Reference Price (as specified in the relevant Final Terms) from (and including) the Issue Date to (but
excluding) the date fixed for redemption or (as the case may be) the date upon which such PD Debt Instrument becomes due
and repayable. 
 
Where such calculation is to be made for a period which is not a whole number of years, it shall be made on the basis of a
360-day year consisting of 12 months of 30 days each or such other Day Count Fraction as may be specified in the relevant
Final Terms. 
 
7              Payments 
 
7.1          Payments - Bearer PD Debt Instruments 
 
7.1.1       Payment of amounts other than interest 
 
Payment of amounts (other than interest) due in respect of Bearer PD Debt Instruments (other than definitive Bearer PD Debt
Instruments held through the CMU Service ("CMU PD Debt Instruments")) will be made against presentation and surrender of
the PD Debt Instrument, at the specified office of any Paying Agent. 
 
7.1.2       Payment of amounts in respect of interest on Bearer PD Debt Instruments 
 
Payment of amounts due in respect of interest on Bearer PD Debt Instruments (other than CMU PD Debt Instruments) will be
made: 
 
(a)           in the case of a PD Debt Instrument without Coupons attached thereto at the time of its initial delivery,
against presentation of the relevant PD Debt Instrument at the specified office of any Paying Agent outside (unless
Condition 7.1.4 applies) the United States; and 
 
(b)          in the case of a PD Debt Instrument delivered with Coupons attached thereto at the time of its initial
delivery, against presentation and surrender of the relevant Coupon or, in the case of interest due otherwise than on a
scheduled Interest Payment Date, against presentation of the relevant Bearer PD Debt Instrument, in either case at the
specified office of any Paying Agent outside (unless Condition 7.1.4 applies) the United States. 
 
7.1.3       Payment of amounts in respect of CMU PD Debt Instruments 
 
In the case of CMU PD Debt Instruments, payment will be made to the person for whose account interests in the relevant
definitive Bearer PD Debt Instrument are credited as being held through the CMU Service in accordance with the CMU Rules at
the relevant time as notified to the CMU Lodging Agent by the CMU Service in a relevant CMU Instrument Position Report or
any relevant notification by the CMU Service, which notification, in either case, shall be conclusive evidence of the
records of the CMU Service as to the identity of any accountholder and the principal amount of any PD Debt Instrument
credited to its account (save in the case of manifest error) and payment made in accordance thereof shall discharge the
obligations of the Issuer in respect of that payment. 
 
7.1.4       Payment at specified office in the United States 
 
Except as provided below, payment of amounts due in respect of interest on Bearer PD Debt Instruments and exchanges of
Talons for Coupon sheets in accordance with Condition 7.1.5 will not be made at any specified office of any Paying Agent in
the United States.  Notwithstanding the foregoing, if any amount of principal and/or interest in respect of this PD Debt
Instrument is payable in U.S. Dollars, such U.S. Dollar payments of principal and/or interest in respect of this PD Debt
Instrument will be made at the specified office of a Paying Agent in the United States if: 
 
(a)           the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable
expectation that such Paying Agents would be able to make payment in U.S. Dollars at such specified offices outside the
United States of the full amount of principal and interest on the PD Debt Instruments in the manner provided above when
due; 
 
(b)          payment of the full amount of such principal and interest at all such specified offices outside the United
States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or
receipt of principal and interest in U.S. Dollars; and 
 
(c)           such payment is then permitted under United States law without involving, in the opinion of the Issuer,
adverse tax consequences to the Issuer. 
 
If paragraphs (a) and (b) apply, the Issuer shall forthwith appoint a Paying Agent with a specified office in New York
City. 
 
7.1.5       Unmatured Coupons and unexchanged Talons 
 
Each Bearer PD Debt Instrument initially delivered with Coupons attached thereto should be presented and surrendered for
final redemption together with all unmatured Coupons and Talons appertaining thereto (if any), failing which: 
 
(a)           in the case of Bearer PD Debt Instruments which are Fixed Rate PD Debt Instruments, the amount of any missing
unmatured Coupons (or, in the case of a payment not being made in full, that portion of the amount of such missing
unmatured Coupon which the redemption amount paid bears to the total redemption amount due) (excluding, for this purpose,
but without prejudice to paragraph (c) below, Talons) will be deducted from the amount otherwise payable on such final
redemption.  The amount so deducted will be paid against surrender of the relevant Coupon at the specified office of the
I&P Agent at any time within five years of the Relevant Date applicable to payment of such final redemption amount.  The
"Relevant Date" is the earlier of: 
 
(i)            the date on which all amounts due in respect of the PD Debt Instrument have been paid; and 
 
(ii)           the date on which the full amount of the moneys payable has been received by the I&P Agent, in the case of a
Bearer PD Debt Instrument, or the Registrar, in the case of a Registered PD Debt Instrument, and notice to that effect has
been given to the PD Debt Instrument Holders in accordance with Condition 18; 
 
(b)          in the case of Bearer PD Debt Instruments which are Floating Rate PD Debt Instruments all unmatured Coupons
(excluding, for this purpose, but without prejudice to paragraph (c) below, Talons) relating to such Bearer PD Debt
Instruments (whether or not attached) shall become void and no payment shall be made thereafter in respect of them; 
 
(c)           in the case of Bearer PD Debt Instruments initially delivered with Talons attached thereto, all unmatured
Talons (whether or not surrendered therewith) shall become void and no exchange for Coupons shall be made thereafter in
respect of them; and 
 
(d)          in the case of Bearer PD Debt Instruments which bear interest at a floating rate or rates, or where such a
Bearer PD Debt Instrument is presented for redemption without all unmatured Coupons and any unexchanged Talon relating to
it, redemption shall be made only against the provision of such indemnity as the Issuer may require. 
 
The provisions of paragraph (a) of this Condition 7.1.5 notwithstanding, if any Bearer PD Debt Instruments are issued with
a Maturity Date and a fixed rate or fixed rates of interest such that on the presentation for payment of any such Bearer PD
Debt Instrument without any unmatured Coupons attached thereto or surrendered therewith, the amount required by paragraph
(a) to be deducted would be greater than the amount otherwise due for payment, then, upon the due date for redemption of
any such Bearer PD Debt Instrument, such unmatured Coupons (whether or not attached) shall become void (and no payment
shall be made in respect thereof) as shall be required so that, upon application of the provisions of paragraph (a) in
respect of such Coupons as have not so become void, the amount required by paragraph (a) to be deducted would not be
greater than the amount otherwise due for payment.  Where the application of the foregoing sentence requires some but not
all of the unmatured Coupons relating to a Bearer PD Debt Instrument to become void, the I&P Agent shall determine which
unmatured Coupons are to become void, and shall select for such purpose Coupons maturing on later dates in preference to
Coupons maturing on earlier dates. 
 
7.1.6       Exchange of Talons 
 
In relation to Bearer PD Debt Instruments initially delivered with Talons attached thereto, on or after the due date for
the payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon
sheet may be surrendered at the specified office of any Paying Agent outside (unless Condition 7.1.4 applies) the United
States in exchange for a further Coupon sheet (including any appropriate further Talon), subject to the provisions of
Condition 10 below.  Each Talon shall, for the purpose of these Conditions, be deemed to mature on the due date for payment
of interest on which the final Coupon comprised in the relative Coupon sheet matures. 
 
7.1.7       United States 
 
For the purpose of these Conditions, "United States" means the United States of America (including the States thereof and
the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands). 
 
7.1.8       Payment Business Day 
 
If the due date for payment of an amount in respect of a Bearer PD Debt Instrument is not a Payment Business Day (as
defined in Condition 7.4), then the PD Debt Instrument Holder will not be entitled to payment of such amount until the next
day which is a Payment Business Day (as defined in Condition 7.4) and no further payment on account of interest or
otherwise shall be due in respect of such postponed payment unless there is a subsequent failure to pay in accordance with
these Conditions, in which event interest shall continue to accrue as provided in Condition 5.5(d). 
 
7.2          Payments - Registered PD Debt Instruments 
 
7.2.1       Payment of principal in respect of Registered PD Debt Instruments 
 
Payment of principal (which for this purpose shall include any final redemption amount) due in respect of Registered PD
Debt Instruments will be made to the PD Debt Instrument Holder (or, in the case of joint PD Debt Instrument Holders, the
first named) as appearing in the Register as at opening of business (local time in the place of the specified office of the
Registrar or the specified office of the Transfer Agent) on the fifteenth (eighth, if the specified office of the Registrar
or the specified office of the Transfer Agent is located in Sydney or Melbourne) Relevant Banking Day before the due date
for such payment and (if in certificated form) against presentation and, save in the case of partial payment of the amount
due upon final redemption by reason of insufficiency of funds, surrender of the relevant Certificate at the specified
office of the Registrar or the specified office of the Transfer Agent. 
 
7.2.2      Payment of interest in respect of Registered PD Debt Instruments 
 
Payment of interest due in respect of Registered PD Debt Instruments will be paid to the PD Debt Instrument Holder (or, in
the case of joint PD Debt Instrument Holders, the first named) as appearing in the Register as at opening of business
(local time in the place of the specified office of the Registrar or the specified office of the Transfer Agent) on the
fifteenth (seventh, if the specified office of the Registrar or the specified office of the Transfer Agent is located in
Sydney or Melbourne) Relevant Banking Day before the due date for such payment ("Record Date"). 
 
"Relevant Banking Day" means a day on which commercial banks are open for business (including dealings in foreign exchange
and foreign currency deposits) in the place where the specified office of the Registrar and the specified office of the
Transfer Agent is located. 
 
7.2.3       Payment in respect of Registered PD Debt Instrumentsheld through the CMU Service 
 
In the case of Registered PD Debt Instruments held through the CMU Service, payment will be made to the person for whose
account interests in the relevant Registered PD Debt Instrument are credited as being held through the CMU Service in
accordance with the CMU Rules at the relevant time as notified to the CMU Lodging Agent by the CMU Service in a relevant
CMU Instrument Position Report or any relevant notification by the CMU Service, which notification, in either case, shall
be conclusive evidence of the records of the CMU Service as to the identity of any accountholder and the principal amount
of any PD Debt Instrument credited to its account (save in the case of manifest error) and payment made in accordance
thereof shall discharge the obligations of the Issuer in respect of that payment. 
 
7.2.4      Manner of payments pursuant to Condition 7.2.2 
 
Notwithstanding the provisions of Condition 7.4, payments in respect of Registered PD Debt Instruments pursuant to
Condition 7.2.2 will be made by cheque and posted to the address (as recorded in the Register) of the PD Debt Instrument
Holder (or, in the case of joint PD Debt Instrument Holders, the first-named) on the relevant due date for payment unless
prior to the relevant Record Date the PD Debt Instrument Holder (or, in the case of joint PD Debt Instrument Holders, the
first-named) has applied to the Registrar and the Registrar has acknowledged such application for payment to be made to a
designated account in the relevant currency. 
 
7.3          Payment due on a non-Payment Business Day 
 
If the due date for payment of the final redemption amount or interest due in respect of any Registered PD Debt Instrument
is not a Payment Business Day (as defined in Condition 7.4), then the PD Debt Instrument Holder of such Registered PD Debt
Instrument will not be entitled to payment thereof until the next day which is a Payment Business Day and no further
payment on account of principal or interest or otherwise shall be due in respect of such postponed payment unless there is
a subsequent failure to pay in accordance with these Conditions, in which event interest shall continue to accrue as
provided in Condition 5.5(d). 
 
7.4          Payments - general provisions 
 
Subject to Condition 7.2.4, payments of amounts due (whether principal, redemption amount, interest or otherwise) in
respect of PD Debt Instruments will be made as follows: 
 
(a)           payments in a Specified Currency other than Euro or Renminbi will be made by transfer to an account in the
relevant Specified Currency (which, in the case of a payment in Yen to a non-resident of Japan, shall be a non-resident
account) maintained by the payee with, or by a cheque in such Specified Currency drawn on, a bank (which, in the case of a
payment in Yen to a non-resident of Japan, shall be an authorised foreign exchange bank) in the principal financial centre
of the country of such Specified Currency, provided however that no payment may be made by transfer of funds to an account
maintained in the United States or by cheque mailed to an address in the United States; 
 
(b)          payments in Renminbi will be made by transfer to a Renminbi bank account maintained in Hong Kong by or on
behalf of a payee with a bank; and 
 
(c)           payments in respect of definitive PD Debt Instruments in Euro will be made by credit or transfer to a Euro
account (or any other account to which Euro may be credited or transferred) specified by the payee or at the option of the
payee, by a Euro cheque. 
 
Payments will, without prejudice to the provisions of Condition 8, be subject in all cases to any applicable fiscal or
other laws, regulations and directives and the administrative practices and procedures of fiscal and other authorities in
relation to tax, anti-money laundering and other requirements which may apply to payments of amounts due (whether
principal, redemption amount, interest or otherwise) in respect of PD Debt Instruments.  In particular, if any withholding
or deduction is required under the Foreign Account Taxation Compliance Act provisions, sections 1471 through to 1474 of the
US Internal Revenue Code of 1986 (including any regulations or official interpretations issued, agreements entered into or
any law implementing an international intergovernmental approach with respect thereto) ("FATCA"), or is required pursuant
to any taxing authority of the United States or any political subdivision thereof, in the case of any Registered PD Debt
Instrument that may give rise to US Source Interest (as defined in Condition 8) the Issuer will not be required to pay any
additional amount under Condition 8 on account of such withholding or deduction.  No commission or expenses shall be
charged to the PD Debt Instrument Holders or Couponholders (if any) in respect of such payments.  For the avoidance of
doubt, the provisions of Condition 8 in relation to the payment of Additional Amounts (as defined in Condition 8) only
apply in respect of withholdings or deductions of Taxes (as defined in Condition 8) required by law and imposed or levied
by or on behalf of Australia or Victoria or any political subdivision thereof or any authority therein or thereof having
power to tax or, in the case of PD Debt Instruments issued by the Issuer acting through an establishment located outside
Australia, Taxes imposed or levied by or on behalf of the country in which such establishment is located or any political
subdivision thereof or any authority therein or thereof having power to tax and the provisions of Condition 8 do not apply
to withholding or deductions made for or on account of FATCA. 
 
In these Conditions, "Payment Business Day" means any day which is both: 
 
(i)            a day on which commercial banks and foreign exchange markets settle payments in the relevant place of
presentation and (in the case of a payment in Euro) on which banks are open for business and carrying out transactions in
Euro in the jurisdiction in which the Euro account specified by the payee is located; and 
 
(ii)           a Business Day (as defined in Condition 5.7). 
 
7.5          Interpretation of Principal and Interest 
 
Any reference in these Conditions to principal in respect of the PD Debt Instruments shall be deemed to include, as
applicable: 
 
(a)          any Additional Amounts which may be payable with respect to principal under Condition 8; 
 
(b)         the Maturity Redemption Amount of the PD Debt Instruments; 
 
(c)          the Early Redemption Amount (Call) of the PD Debt Instruments; 
 
(d)         the Early Redemption Amount (Put) of the PD Debt Instruments; 
 
(e)          the Early Redemption Amount (Tax) of the PD Debt Instruments; 
 
(f)          the Early Redemption Amount (Default) of the PD Debt Instruments; 
 
(g)         in relation to Zero Coupon PD Debt Instruments, the Amortised Face Amount; and 
 
(h)         any premium and any other amounts which may be payable by the Issuer under or in respect of the PD Debt
Instruments. 
 
Any reference in these Conditions to interest in respect of the PD Debt Instruments shall be deemed to include, as
applicable, any Additional Amounts which may be payable with respect to interest under Condition 8. 
 
8              Taxation 
 
All payments by the Issuer (in respect of principal, redemption amount or interest) in respect of the PD Debt Instruments
or Coupons will be made free and clear of and without withholding or deduction for, or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature ("Taxes") imposed or levied by or on behalf of
Australia or Victoria or any political subdivision thereof or any authority therein or thereof having power to tax or, in
the case of PD Debt Instruments issued by the Issuer acting through an establishment located outside Australia, Taxes
imposed or levied by or on behalf of the country in which such establishment is located or any political subdivision
thereof or any authority therein or thereof having power to tax, or in the case of Registered PD Debt Instruments that may
give rise to US Source Interest (as defined below), Taxes imposed or levied by or on behalf of the United States or any
political subdivision thereof or any authority therein or thereof having the power to tax, unless in each case such
withholding or deduction of such Taxes  is required by law or made for or on account of FATCA.  In that event, the Issuer
will pay such additional amounts ("Additional Amounts") as may be necessary in order that the net amounts received by the
PD Debt Instrument Holders and Couponholders after such withholding or deduction shall equal the respective amounts which
would otherwise have been receivable in respect of the PD Debt Instruments or, as the case may be, Coupons in the absence
of such withholding or deduction; except that no Additional Amounts are payable in relation to any payment in respect of
any PD Debt Instrument or Coupon: 
 
(a)           to, or to a third party on behalf of, a PD Debt Instrument Holder who is liable to such Taxes in respect of
such PD Debt Instrument or Coupon by reason of his having some connection with Australia or Victoria or the country in
which such establishment is located other than the mere holding of such PD Debt Instrument or Coupon or receipt of
principal or interest in respect thereof or could have lawfully avoided (but has not so avoided) such liability by
providing or procuring that any third party provides the PD Debt Instrument Holder's TFN and/or ABN or evidence that the PD
Debt Instrument Holder is not required to provide a TFN and/or ABN to the Issuer or, in the case of PD Debt Instruments
issued by the Issuer acting through an establishment located outside Australia, satisfies similar requirements or otherwise
provides details of the PD Debt Instrument Holder's name and address to the Issuer; 
 
(b)          to, or to a third party on behalf of, a PD Debt Instrument Holder who could lawfully avoid (but has not so
avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory
requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for
exemption to any tax authority in the place where the PD Debt Instrument is presented for payment; 
 
(c)           where the PD Debt Instrument or Coupon is presented for payment more than 30 days after the Relevant Date
except to the extent that a PD Debt Instrument Holder would have been entitled to Additional Amounts on presenting the same
for payment on the last day of the period of 30 days assuming, whether or not such is in fact the case, that day to have
been a Business Day; 
 
(d)          to, or to a third party on behalf of, a PD Debt Instrument Holder who is liable to the Taxes in respect of the
PD Debt Instrument or Coupon by reason of the PD Debt Instrument Holder being an associate of the Issuer for the purposes
of section 128F(9) of the Income Tax Assessment Act 1936 of Australia (as amended) ("AustralianTax Act"); 
 
(e)           in a case where the Issuer receives a notice or direction under section 260-5 of Schedule 1 to the Taxation
Administration Act 1953 of Australia, section 255 of the Australian Tax Act or any analogous provisions, any amounts paid
or deducted from sums payable to a PD Debt Instrument Holder by the Issuer in compliance with such notice or direction on
account of any Taxes or charges payable by the Issuer; 
 
(f)           where the PD Debt Instrument or Coupon is presented for payment, where such withholding or deduction is
imposed on a payment and is required to be made pursuant to European Council Directive 2003/48/EC (as may be amended) or
any other European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of
26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; 
 
(g)          where the PD Debt Instrument or Coupon is presented for payment by or on behalf of a PD Debt Instrument Holder
or Couponholder who would have been able to avoid such withholding or deduction by presenting the relevant PD Debt
Instrument or Coupon (as the case may be) to another Paying Agent in a Member State of the European Union; 
 
(h)          where such withholding or deduction is due to Taxes imposed or levied by or on behalf of the United States, or
any political subdivision thereof or any authority therein or thereof having power to tax under the United States; or 
 
(i)            where such withholding or deduction is made for, or on account of, FATCA (as withheld or deducted by the
Issuer, an Agent or any other party). 
 
"Relevant Date" means the date on which such payment first becomes due, except that, if the full amount of the moneys
payable has not been duly received by the I&P Agent on or before the due date, it means the date on which, the full amount
of such moneys having been so received, notice to that effect is duly given to the PD Debt Instrument Holders in accordance
with Condition 18. 
 
"US Source Interest" means interest, as defined under U.S. tax principles (including original issue discount) paid on
Registered PD Debt Instruments which may be treated as interest paid by a U.S. trade or business for U.S. federal income
tax purposes. 
 
9              Events of Default 
 
If any of the events of default specified below occur, then by notice to the Issuer at the specified office of the I&P
Agent, effective upon receipt of such notice by the I&P Agent, (1) in the case of the event of default specified in
paragraphs (a), (d), (e), (f), (g) or (h) any holder of PD Debt Instruments may declare that all the PD Debt Instruments
held by that PD Debt Instrument Holder are immediately due and repayable, or (2) in any case, holders of not less than 25%
of the outstanding PD Debt Instruments of a Series may declare that all the PD Debt Instruments of that Series are
immediately due and repayable.  The events of default in respect of the PD Debt Instruments are: 
 
(a)           (non-payment) the Issuer fails to pay any principal or any interest in respect of the PD Debt Instruments or
the relevant Series or any of them within 14 days of the relevant due date; or 
 
(b)          (other obligations) the Issuer defaults in performance or observance of or compliance with any of its other
obligations set out in the PD Debt Instruments which default is incapable of remedy or, if capable of remedy, is not
remedied within 21 Business Days after notice requiring such default to be remedied shall have been given to the Issuer by
the PD Debt Instrument Holder; or 
 
(c)           (illegality) it is or will become unlawful for the Issuer to perform or comply with any one or more of its
obligations under the PD Debt Instruments or the Agency Agreement; or 
 
(d)          (winding-up) an application (other than a frivolous or vexatious application or an application which is
discharged or stayed within 21 Business Days) or an order is made for the winding-up of the Issuer or a resolution is
passed for the winding-up of the Issuer other than for the purposes of a solvent reconstruction or amalgamation; or 
 
(e)           (receiver) a receiver, receiver and manager, administrator, liquidator, official manager, trustee or similar
officer is appointed in respect of all or any part of the assets of the Issuer and such appointment is not terminated
within 21 Business Days; or 
 
(f)           (cessation of business) the Issuer ceases or threatens to cease to carry on its business or ceases or
threatens to cease payment of its debts generally; or 
 
(g)          (insolvency) the Issuer is unable to pay its debts when they fall due or is deemed unable to pay its debts
under any applicable legislation (other than as the result of a failure to pay a debt or claim which is the subject of a
good faith dispute); or 
 
(h)          (arrangement or composition) the Issuer makes or enters into (i) a readjustment or rescheduling of its
indebtedness with creditors generally or (ii) an assignment for the benefit of, or an arrangement or composition with, its
creditors generally, in each case, other than for the purposes of a reconstruction, amalgamation, reorganisation or merger
where the Issuer is solvent. 
 
Upon any such notice being given to the Issuer, such PD Debt Instrument shall immediately become due and payable at its
Early Redemption Amount (Default) (as specified in the Final Terms). 
 
10           Prescription 
 
Claims against the Issuer for payment in respect of the PD Debt Instruments or Coupons (which, for this purpose, shall not
include Talons) will be prescribed and become void unless made within ten years (in the case of principal) or five years
(in the case of interest) from the appropriate Relevant Date. 
 
11            Replacement of PD Debt Instruments, Coupons and Talons 
 
Should any PD Debt Instrument, Coupon, Talon or Certificate be lost, stolen, mutilated, defaced or destroyed it may be
replaced at the specified office of any Paying Agent (in the case of Bearer PD Debt Instruments, Coupons and Talons) or the
Registrar (in the case of Registered PD Debt Instruments in certified form), subject to all applicable laws, upon payment
by the claimant of the expenses incurred in connection therewith and on such terms as to evidence, security, indemnity and
otherwise as the Issuer or the I&P Agent may require.  Mutilated or defaced PD Debt Instruments, Coupons or Talons must be
surrendered before replacements will be issued. 
 
12            Currency Indemnity 
 
The Specified Currency is, unless otherwise specified in the relevant Final Terms, the sole currency of account and payment
for all sums payable by the Issuer in respect of the PD Debt Instruments, including damages.  Any amount received or
recovered in a currency other than the Specified Currency (whether as a result of, or on the enforcement of, a judgment or
order of a court of any jurisdiction or otherwise) by any PD Debt Instrument Holder in respect of any sum expressed to be
due to it from the Issuer shall only constitute a discharge to the Issuer to the extent of the amount in the Specified
Currency which such PD Debt Instrument Holder is able to purchase with the amount so received or recovered in that other
currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the
first date on which it is practicable to do so).  If that amount is less than the amount in the Specified Currency
expressed to be due to any PD Debt Instrument Holder in respect of such PD Debt Instrument the Issuer shall indemnify each
such PD Debt Instrument Holder against any cost of making such purchase which is reasonably incurred.  These indemnities
constitute a separate and independent obligation from the Issuer's other obligations, shall give rise to a separate and
independent cause of action, shall apply irrespective of any indulgence granted by any PD Debt Instrument Holder and shall
continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum
due in respect of the PD Debt Instruments or any judgment or order.  Any such loss aforesaid shall be deemed to constitute
a loss suffered by the relevant PD Debt Instrument Holder and no proof or evidence of any actual loss will be required by
the Issuer. 
 
13            Further Issues 
 
The Issuer may from time to time without the consent of the PD Debt Instrument Holders (or any of them) create and issue
further PD Debt Instruments forming a single Series with any existing PD Debt Instruments either having the same terms and
conditions as such PD Debt Instruments in all respects or in all respects except in connection with the Issue Date,
Interest Commencement Date and the amount of the first payment of interest (if any) and so that the same shall be
consolidated and form a single Series with the outstanding PD Debt Instruments. 
 
14           Agents 
 
The Agents and their initial specified offices are as set out in the Base Prospectus.  The Issuer reserves the right at any
time to terminate the appointment of any Agent or to appoint additional or other Agents, provided that it will maintain: 
 
(a)          an I&P Agent; 
 
(b)          for so long as any PD Debt Instruments are admitted to the Official List of the Financial Conduct Authority in
its capacity as competent authority under the Financial Services and Markets Act 2000 and to trading on the Market and
admitted to listing, trading and/or quotation by any other listing authority, stock exchange and/or quotation system,
maintain a Paying Agent in London and/or such other place as may be required by such listing authority, stock exchange
and/or quotation system; 
 
(c)          for so long as any Registered PD Debt Instruments are listed on the London Stock 

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