EXCHANGE OF GLOBAL NOTES Clause Samples

EXCHANGE OF GLOBAL NOTES. 4.1 The Principal Paying Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with its terms. Immediately after determining any Exchange Date, the Principal Paying Agent shall notify its determination to the Issuer, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg. On and after the Exchange Date, the Principal Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg, a Permanent Bearer Global Note or Definitive Bearer Notes, as the case may be, in accordance with the terms of the Temporary Bearer Global Note. 4.2 Where a Temporary Bearer Global Note is to be exchanged for a Permanent Bearer Global Note, the Principal Paying Agent is authorised by the Issuer and instructed: (a) in the case of the first Tranche of any Series of Bearer Notes, to prepare and complete a Permanent Bearer Global Note in accordance with the terms of the Temporary Bearer Global Note applicable to the Tranche 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 Bearer Notes, to authenticate the Permanent Bearer Global Note; (c) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to deliver the Permanent Bearer Global Note to the common depositary which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note; (d) in the case of the first Tranche of any Series of Notes if the Permanent Bearer Global Note is a NGN, to deliver the Permanent Bearer Global Note to the common safekeeper which is holding the Temporary Bearer Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Bearer Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange for the Temporary Bearer Global Note; (e) in the case of a subsequent Tranche of any Series of Notes if the Permanent Bearer Global Note is a CGN, to attach a copy of the applicable Final Terms to the Permanent Bearer Global Note applicable to the relevant Series and to enter details of any exchange in whole or part; and (f) in the case of a subsequent Tranche of any Series of Notes if the Perma...

EXCHANGE OF GLOBAL NOTES. 4.1 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Fiscal Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed: (a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement; and (b) to deliver the Definitive Notes as the Registrar may be directed by the holder of the Definitive Notes. 4.2 Upon any exchange of the Global Note for Definitive Notes, the relevant Global Note(s) shall be presented to the Registrar. The Registrar is authorised on behalf of the Issuer to (a) make all appropriate entries in the Register reflecting the reduction in the nominal amount represented by the relevant Global Note(s) and (b) to cancel or arrange for the cancellation of the relevant Global Note. 4.3 The Fiscal Agent or the Registrar, as the case may be, shall notify the Issuer immediately after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged. 4.4 The Issuer undertakes to deliver to the Fiscal Agent and the Registrar sufficient numbers of executed Definitive Notes to enable each of the Fiscal Agent and the Registrar to comply with its obligations under this Agreement.

EXCHANGE OF GLOBAL NOTES. (1) (a) The Agent shall determine the Exchange Date for each Temporary Bearer Global Note in accordance with the terms thereof. Forthwith upon determining the Exchange Date in respect of any Tranche, the Agent shall notify such determination to the relevant Issuer, the Trustee, the relevant Dealer, Euroclear and Clearstream, Luxembourg.

EXCHANGE OF GLOBAL NOTES. 4.1 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Principal Paying Agent or, as the case may be, the Registrar is authorised by the Issuer and instructed to authenticate the Definitive Notes in accordance with the provisions of this Agreement and deliver the Definitive Notes as the Registrar may be directed by the holder of the Definitive Notes. 4.2 Upon any exchange of all or a part of an interest in a Rule 144A Global Note for an interest in a Regulation S Global Note or vice versa or upon exchange of an interest in a Global Note for Definitive Notes or vice versa, the relevant Global Note(s) shall be presented 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 authorised on behalf of the Issuer: (a) to endorse or to arrange for the endorsement of the relevant Global Note(s) to reflect the reduction or increase (as the case may be) in the nominal amount represented by it or them and, in either case, to sign in the relevant space on the relevant Global Note(s) recording the exchange and reduction or increase; (b) to make all appropriate entries in the relevant Register; and (c) in the case of a total exchange, to cancel or arrange for the cancellation of the relevant Global Note(s). 4.3 The Principal Paying Agent or the Registrar, as the case may be, shall notify the Issuer as soon as reasonably practicable after it receives a request for the issue of Definitive Notes in accordance with the provisions of a Global Note and the aggregate nominal amount of the Global Note to be exchanged. 4.4 The Issuer undertakes to deliver to the Principal Paying Agent and the Registrar sufficient numbers of executed Definitive Notes to enable each of the Principal Paying Agent and the Registrar to comply with its obligations under this Agreement.

EXCHANGE OF GLOBAL NOTES. Global Notes may also be exchanged or replaced, in whole or in part, as provided in Clause 6 (Replacement Notes). Every Global Note authenticated, (in the case of each Global Class A Note) effectuated and delivered in exchange for, or in lieu of, another Global Note or any portion thereof, pursuant to Clause 6 (Replacement Notes) hereof, shall be authenticated, (in the case of each Global Class A Note) effectuated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Global Note other than as provided in this Clause 5.

EXCHANGE OF GLOBAL NOTES. Each Temporary Global Note will be exchangeable either, in accordance with its terms, for a Permanent Global Note or for Definitive Notes in either case, on or after the 40th day following the Issue Date of the Notes and only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Notes are not United States persons or persons who have purchased for resale to any United States person (as required by U.S. Treasury regulations) has been received by the relevant Clearing System, has given a like certification (based on the certification received) to the Fiscal Agent. Each Permanent Global Note will be exchangeable (free of charge), in whole but not in part, in the limited circumstances specified in the relevant Global Note. No Definitive Note delivered in exchange for a Temporary Global Note or a Permanent Global Note, as the case may be, may be mailed or otherwise delivered to any location in the United States or its possessions.

EXCHANGE OF GLOBAL NOTES. Global Notes and Global Residual Certificates may also be exchanged or replaced, in whole or in part, as provided in Clause 6 (Replacement Notes and Residual Certificates). Every Global Note and Global Residual Certificate authenticated, (in the case of each Global Class A Note) effectuated and delivered in exchange for, or in lieu of, another Global Note and/or Global Residual Certificate (as the case may be) or any portion thereof, pursuant to Clause 6 (Replacement Notes and Residual Certificates) hereof, shall be authenticated, (in the case of each Global Class A Note) effectuated and delivered in the form of, and shall be, a Global Note or Global Residual Certificate. A Global Note or a Global Residual Certificate may not be exchanged for another Global Note or Global Residual Certificate other than as provided in this Clause 5.

EXCHANGE OF GLOBAL NOTES. (1) The Principal Paying Agent shall determine the Exchange Date for each Temporary Global Note in accordance with its terms. Immediately after determining any Exchange Date, the Principal Paying Agent shall notify its determination to the relevant Issuer, (in the case of Guaranteed Notes) the Guarantor, the other Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg and/or, as applicable, the CMU Service. On and after the Exchange Date, the Principal Paying Agent or, as applicable, the CMU Lodging and Paying Agent shall deliver, upon notice from Euroclear and Clearstream, Luxembourg or, as applicable, the CMU Service, a Permanent Global Note or Definitive Notes, as the case may be, in accordance with the terms of the Temporary Global Note. (2) Where a Temporary Global Note is to be exchanged for a Permanent Global Note, each of the Principal Paying Agent and the CMU Lodging and Paying Agent is authorised by the relevant Issuer and instructed: (a) in the case of the first Tranche of any Series of Notes, to prepare and complete a Permanent Global Note in accordance with the terms of the Temporary Global Note applicable to the Tranche by attaching a copy of the applicable Final Terms to a copy of the master Permanent Global Note; (b) in the case of the first Tranche of any Series of Notes, to authenticate the Permanent Global Note; (c) in the case of the Principal Paying Agent for the first Tranche of any Series of Notes other than CMU Notes, if the Permanent Global Note is a CGN, to deliver the Permanent Global Note to the common depositary which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg either in exchange for the Temporary Global Note or, in the case of a partial exchange, on entering details of the partial exchange of the Temporary Global Note in the relevant spaces in Schedule Two of the Temporary Global Note and Schedule Two of the Permanent Global Note; (d) in the case of the Principal Paying Agent for the first Tranche of any Series of Notes other than CMU Notes, if the Permanent Global Note is a NGN, to deliver the Permanent Global Note to the common safekeeper which is holding the Temporary Global Note representing the Tranche for the time being on behalf of Euroclear and/or Clearstream, Luxembourg to effectuate (in the case of a Permanent Global Note which is a Eurosystem-eligible NGN) and to hold on behalf of the Issuer pending its exchange fo...

EXCHANGE OF GLOBAL NOTES. 9 5. Determination of End of Distribution Compliance Period................10 6.