INFORMATION MEMORANDUM DATED 9 JULY 2009 ...

16. Instructions by the Issuer expressing its intention to pay the relevant interest amounts, less any
necessary withholding must be received at the office of the Issuing and Paying Agent referred
to above together with this Global Note as follows:
(a)
(b)
if this Global Note is denominated in Euro or Sterling, on or prior to the relevant
payment date; and
in all other cases, at least one Business Day prior to the relevant payment date.
As used in this paragraph, "Business Day" means:
(i)
(ii)
(iii)
a day other than a Saturday or Sunday on which commercial banks are open for
general business (including dealings in foreign exchange and foreign currency
deposits) in London;
in the case of payments in Euro, a TARGET Business Day; and
in all other cases, a day on which commercial banks are open for general business
(including dealings in foreign exchange and foreign currency deposits) in the principal
financial centre in the country of the Specified Currency set out in the Final Terms.
17. Upon any payment being made in respect of the Notes represented by this Global Note, the
Issuer shall procure that:
(a)
(b)
CGN: if the Final Terms specify that the New Global Note form is not applicable,
details of such payment shall be entered in the Schedule hereto and, in the case of any
payment of principal, the Nominal Amount of the Notes represented by this Global
Note shall be reduced by the principal amount so paid; and
NGN: if the Final Terms specify that the New Global Note form is applicable, details
of such payment shall be entered pro rata in the records of the ICSDs and, in the case
of any payment of principal, the Nominal Amount of the Notes entered in the records
of the ICSDs and represented by this Global Note shall be reduced by the principal
amount so paid.
18. This Global Note shall not be validly issued unless manually authenticated by Citibank, N.A. as
Issuing and Paying Agent.
19. If the Final Terms specify that the New Global Note form is applicable, this Global Note shall
not be valid for any purpose until it has been effectuated for and on behalf of the entity
appointed as common safekeeper by the ICSDs.
20. The status of this Global Note, the capacity of the Issuer and the relevant corporate resolutions
shall be governed by Spanish law. This Global Note and any non-contractual obligations
arising out of or in connection with it are governed by, and construed in accordance with,
English law.
(a) English courts: The courts of England have exclusive jurisdiction to settle any dispute (a
"Dispute") arising out of or in connection with this Global Note (including a dispute
relating to any non-contractual obligations arising out of or in connection with this
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