Common use of EXCHANGE OF GLOBAL NOTES Clause in Contracts

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. 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 instructed: (a) to authenticate the Definitive Notes in accordance with the provisions of this Agreement and 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 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 (relevant Transfer Agent as the case may be) in its/their nominal amount by the Registrar or on its behalf. The Registrar or relevant Transfer Agent as the case may be is authorised on behalf of the Issuer: Issuer to (a) to endorse or to arrange for make all appropriate entries in the endorsement of the relevant Global Note(s) to reflect Register reflecting 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 exchangeexchange for Definitive Notes, to cancel or arrange for the cancellation of the relevant Global Note(s)Note. 4.3 The Principal Paying Registrar or relevant Transfer Agent or the Registrar, as the case may be, be shall notify the Issuer as soon as reasonably practicable 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 Principal Paying Registrar or relevant Transfer Agent and as the Registrar case may be sufficient numbers of executed Definitive Notes to enable each of the Principal Paying Agent and the Registrar or relevant Transfer Agent as the case may be to comply with its obligations under this Agreement. 4.5 None of the Agents will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.