Credit Guarantee Scheme

3. Institution Certificates

3.1 The Guarantor may, at the written request of an institution which is not an Initial Eligible Institution, issue an Institution Certificate to and in respect of that institution provided that it satisfies the Institution Criteria. The written request must be delivered to Team Leader, Debt and Reserves Management Team, HM Treasury, 1 Horse Guards Road,
London SW1A 2HQ.

3.2 No more than one member of a corporate group may be issued with an Institution
Certificate.

3.3 An Institution Certificate shall be substantially in the form of Annex 3.

3.4 The Guarantor may require the delivery to it of the documents referred to in Rule 5.3 as a condition precedent to the issue of an Institution Certificate.

4. Applications

4.1 An Eligible Institution shall be entitled, until (and including) 9 April 2009 (the “Final Application Date”) (or such later date as may be determined by the Guarantor in its discretion), to apply for an Eligibility Certificate in respect of a proposed Eligible Scheme Liability.

4.2 An Application must be made in the form of Annex 1.

4.3 Unless otherwise agreed by the DMO, the signed Application must be delivered by hand to the DMO at Eastcheap Court, 11 Philpot Lane, London EC3M 8UD.

4.4 An Application which is incomplete or incorrect will be treated as not having been made.

4.5 Notwithstanding Rule 4.1, an Eligible Institution shall be entitled to apply, after the Final Application Date, for an Eligibility Certificate in respect of an Eligible Scheme Liability provided that the Eligible Scheme Liability is to be issued by the Eligible Institution solely for the purpose of refinancing a Guaranteed Liability of the Eligible Institution on the date of the latter’s scheduled maturity.

5. Issue of Eligibility Certificate and Issuance of Guaranteed Liability

5.1 The decision to issue an Eligibility Certificate shall be at the discretion of the Guarantor, but shall be made in accordance with these Rules, save that the Guarantor shall, subject always to compliance with these Rules, issue an Eligibility Certificate in respect of each Eligible Scheme Liability which is the subject of an Application made under Rule 4.5.

5.2 No Eligibility Certificate in respect of an Eligible Scheme Liability will be issued unless, prior to the issue, the following conditions have been fulfilled:

5.2.1 an Application shall have been duly delivered by the Applicant to the DMO under Rule 4.1 or Rule 4.5

5.2.2 the Applicant shall have delivered to the DMO a legal opinion in respect of the valid, binding and enforceable nature of the obligations to be comprised in the Eligible Scheme Liability, in form and substance satisfactory to the DMO, from the external legal advisers to the issuer and guarantor(s) (if any) of the Eligible Scheme Liability; where the Eligible Scheme Liability is to be issued under a programme, the legal opinion may take the form of the most recent legal opinion issued to the arranger of the programme in connection with the establishment or (as the case may be) update of the programme, and 5.2.3 the Applicant shall have delivered to the DMO the applicable Fee Letter countersigned by the Applicant.

5.3 No Eligibility Certificate in respect of an Eligible Scheme Liability will be issued unless, prior to the issue, the Eligible Institution shall have delivered to the Guarantor (i) an executed Counter-Indemnity and (ii) a legal opinion in respect of such executed Counter-Indemnity addressed to the Guarantor, in form and substance satisfactory to the Guarantor, from the external legal advisers to the relevant Eligible Institution and any additional counter-indemnitor.

5.4 An Eligibility Certificate shall be substantially in the form of Annex 5.

5.5 The Eligible Institution must not issue an Eligible Scheme Liability, in respect of which an Eligibility Certificate has been issued, which:

5.5.1 is denominated in a currency other than the currency specified in the relative Eligibility Certificate

5.5.2 has a principal amount greater than the principal amount specified in the relative Eligibility Certificate

5.5.3 has a tenor longer than the tenor specified in the relative Eligibility Certificate

5.5.4 in the case of an interest-bearing Eligible Scheme Liability, has an interest rate higher than the interest rate specified in the relative Eligibility Certificate, or

5.5.5 differs in any respect, other than the foregoing, from the particulars of the Eligible Scheme Liability specified in the relative Eligibility Certificate.