Common use of EXCHANGE AND TRANSFER OF NOTES Clause in Contracts

EXCHANGE AND TRANSFER OF NOTES. 7.1 Upon any exchange of all or a portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all of a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and the Permanent Bearer Global Note shall be endorsed by the Agent or on its behalf to reflect the increase in its nominal amount as a result of such exchange or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered hereunder, subject as set out in the Conditions and in the Bearer Global Note. The Agent is hereby authorised on behalf of the Issuer (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented thereby, and in either case, to sign in the relevant space on the relevant Bearer Global Note recording such exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note. 7.2 Upon any exchange of all or a portion of an interest in a Restricted Global Note for an interest in a Reg. S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versa, the relevant Registered Global Note(s) shall be surrendered to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is hereby authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented thereby, and in either case to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase and (b) in the case of total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note.

EXCHANGE AND TRANSFER OF NOTES. 7.1 (1) Upon any exchange of all or a portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all or a portion of an interest in a Temporary Bearer Global Note or a Permanent Bearer Global Note for Definitive Bearer Notes or Definitive Registered Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, shall be endorsed by the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so -------------------------------------------------------------------------------- 33 -------------------------------------------------------------------------------- exchanged and the Permanent Bearer Global Note shall be endorsed by the Agent or on its behalf to reflect the increase in its nominal amount as a result of such exchange or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes Notes, Receipts and Coupons authenticated and delivered hereunder, subject as set out in the Conditions and in the Bearer Global NoteConditions. The Agent is hereby authorised on behalf of the Issuer Issuer: (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented thereby, and in either case, to sign in the relevant space on the relevant Bearer Global Note recording such exchange and reduction or increase, ; and (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note. 7.2 (2) Upon any exchange of all or a portion of an interest in a Restricted Global Note for an interest in a Reg. S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versaversa or upon any exchange of Definitive Bearer Notes for an interest in Registered Global Notes or Registered Definitive Notes, the relevant Registered Global Note(s) shall be surrendered to the Registrar by or to the order of DTC or its nominee and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is hereby authorised on behalf of the Issuer Issuer: (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented thereby, and in either case to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase increase; and (b) in the case of total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note.

EXCHANGE AND TRANSFER OF NOTES. 7.1 Upon any exchange of all or a portion of an interest in a Temporary Bearer Global Note for an interest in a Permanent Bearer Global Note or for Definitive Bearer Notes or upon any exchange of all of a Permanent Bearer Global Note for Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and the Permanent Bearer Global Note shall be endorsed by the Agent or on its behalf to reflect the increase in its nominal amount as a result of such exchange or (ii) in the case of any Bearer Global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Bearer Global Note shall in all respects be entitled to the same benefits under this Agreement as the holder of Definitive Bearer Notes and Coupons authenticated and delivered hereunder, subject as set out in the Conditions and in the Bearer Global Note. The Agent is hereby authorised on behalf of the Issuer (a) in the case of any Bearer Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Bearer Global Note to reflect the reduction in the nominal amount represented thereby by the amount so exchanged and, if appropriate, to endorse the Permanent Bearer Global Note to reflect any increase in the nominal amount represented thereby, and in i either case, to sign in the relevant space on the relevant Bearer Global Note recording such exchange and reduction or increase, (b) in the case of any Bearer Global Note which is a NGN, to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Bearer Global Note. 7.2 Upon any exchange of all or a portion of an interest in a Restricted Global Note for an interest in a Reg. S Global Note or vice versa or upon exchange of an interest in a Registered Global Note for Definitive Registered Notes or vice versaNotes, the relevant Registered Global Note(s) shall be surrendered to the Registrar and endorsed to reflect the reduction or increase (as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar is hereby authorised on behalf of the Issuer (a) to endorse or to arrange for the endorsement of the relevant Registered Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented thereby, and in either case to sign in the relevant space on the relevant Registered Global Note recording such exchange and reduction or increase and (b) in the case of total exchange, to cancel or arrange for the cancellation of the relevant Registered Global Note.and