Common use of ISSUE OF DEFINITIVE NOTES Clause in Contracts

ISSUE OF DEFINITIVE NOTES. 5.1 Upon notice from Euroclear or Clearstream, Luxembourg (in the case of Bearer Notes only) pursuant to the terms of the relevant Bearer Global Note or upon the Issuer becoming obliged pursuant to Condition 13 (Transfer and Exchange of Registered Notes) (in the case of Registered Notes only) to issue Definitive Notes, the Agent (in the case of Bearer Notes) and the Registrar, (in the case of Registered Notes) are each hereby authorised to: (a) authenticate such Definitive Note(s) in accordance with the provisions of this Agreement; and (b) deliver such Definitive Note(s), in the case of Definitive Bearer Notes, to or to the order of Euroclear and/or Clearstream, Luxembourg or, in the case of Definitive Registered Notes, as the Registrar may be directed by the holder of such Definitive Registered Note(s). 5.2 The Agent shall notify the Issuer as soon as is reasonably practicable upon receipt of a request for issue of Definitive Bearer Notes in accordance with the provisions of a Temporary Bearer Global Note or Permanent Bearer Global Note, as the case may be (and the aggregate nominal amount of such Temporary Bearer Global Note or Permanent Bearer Global Note as the case may be, to be exchanged in connection therewith). The Registrar shall notify the Issuer as soon as is reasonably practicable upon receipt of a request for the issue of Definitive Registered Notes (including upon the exchange of Reg. S Notes for Legended Notes or vice versa) and the aggregate nominal amount of the relevant Registered Global Note or, as the case may be, Definitive Registered Notes, to be exchanged in connection therewith. For the purposes of this Clause, "Legended Notes" shall have the meaning ascribed thereto in Condition 13 (Transfer and Exchange of Registered Notes). 5.3 The Issuer undertakes to deliver to the Agent or the Registrar, as the case may be, sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes (if applicable), Coupons and Talons attached, to enable the Agent or the Registrar, as the case may be, to comply with its obligations under this Clause.

ISSUE OF DEFINITIVE NOTES. 5.1 Upon (1) Unless otherwise provided in the applicable Final Terms, interests in a Global Note will be exchangeable for Definitive Notes with Coupons attached: (i) as to Permanent Global Notes in bearer form, on not less than 60 days’ written notice from Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in the Global Note), (ii) if an Event of Default (as defined in the Terms and Conditions) occurs and is continuing, (iii) if the Issuer is notified that either Euroclear or Clearstream, Luxembourg has been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) after the original issuance of the Notes or has announced an intention permanently to cease business or has in fact done so and no alternative clearance system approved by the case Noteholders is available, or (iv) if the Issuer, after notice to the Agent, determines to issue Notes in Definitive form. Upon the occurrence of Bearer Notes onlythese events, the Agent shall deliver the relevant Definitive Note(s) pursuant to in accordance with the terms of the relevant Bearer Global Note or upon the Issuer becoming obliged pursuant to Condition 13 (Transfer and Exchange of Registered Notes) (in the case of Registered Notes only) to issue Definitive NotesNote. For this purpose, the Agent (in is hereby authorized on behalf of the case of Bearer Notes) and the Registrar, (in the case of Registered Notes) are each hereby authorised toIssuer: (a) to authenticate such Definitive Note(s) in accordance with the provisions of this Agreement; and (b) to deliver such Definitive Note(s), in the case of Definitive Bearer Notes, ) to or to the order of Euroclear and/or Clearstream, Luxembourg or, in the case of Definitive Registered Notes, as the Registrar may be directed by the holder of exchange for such Definitive Registered Note(s). 5.2 Global Note. The Agent shall notify the Issuer as soon as is reasonably practicable forthwith upon receipt of a request for issue of Definitive Bearer Notes Note(s) in accordance with the provisions of a Global Note and this Agreement (and the aggregate principal amount of such Temporary Bearer Global Note or Permanent Bearer Global Note, as the case may be (and the aggregate nominal amount of such Temporary Bearer Global Note or Permanent Bearer Global Note as the case may be, to be exchanged in connection therewith). The Registrar shall notify the Issuer as soon as is reasonably practicable upon receipt of a request for the issue of Definitive Registered Notes (including upon the exchange of Reg. S Notes for Legended Notes or vice versa) and the aggregate nominal amount of the relevant Registered Global Note or, as the case may be, Definitive Registered Notes, to be exchanged in connection therewith. For the purposes of this Clause, "Legended Notes" shall have the meaning ascribed thereto in Condition 13 (Transfer and Exchange of Registered Notes). 5.3 (2) The Issuer undertakes to deliver to the Agent or the Registrar, as the case may be, sufficient numbers of executed Definitive Notes with, in the case of Definitive Bearer Notes (if applicable), Receipts, Coupons and Talons attached, attached to enable the Agent or the Registrar, as the case may be, to comply with its obligations under this ClauseClause 5.

ISSUE OF DEFINITIVE NOTES. 5.1 Upon notice from Euroclear or Clearstream, Luxembourg (a) Definitive Notes shall be issued only if permitted by applicable law and (i) in the case of Bearer Notes onlya DTC Global Note, DTC notifies the Issuer that it is unwilling or unable to continue as depositary for the DTC Global Note or DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if so required by applicable law or regulation, and, in either case, a successor depositary is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that DTC is no longer so registered, (ii) in the case of any other Global Note, if the clearing system(s) through which it is cleared and settled is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to cease business permanently or does in fact do so, or (iii) after the occurrence of an Event of Default with respect to any Global Note, the beneficial owners representing a majority in principal amount of such Global Note advise the relevant clearing system through its participants to cease acting as depositary for such Global Note. (b) Upon the occurrence of any event specified in Section 6(a) which pursuant to the terms of the relevant Bearer a Global Note or upon the Issuer becoming obliged pursuant to Condition 13 (Transfer and Exchange of Registered Notes) (in the case of Registered Notes only) to issue Definitive Notes, the Agent (in the case of Bearer Notes) and the Registrar, (in the case of Registered Notes) are each hereby authorised to: (a) authenticate such Definitive Note(s) in accordance with the provisions of this Agreement; and (b) deliver such Definitive Note(s), in the case of Definitive Bearer Notes, to or to the order of Euroclear and/or Clearstream, Luxembourg or, in the case of Definitive Registered Notes, as the Registrar may be directed by the holder of such Definitive Registered Note(s). 5.2 The Agent shall notify the Issuer as soon as is reasonably practicable upon receipt of a request for issue of Definitive Bearer Notes in accordance with the provisions of a Temporary Bearer Global Note or Permanent Bearer Global Note, as the case may be (and the aggregate nominal amount of such Temporary Bearer Global Note or Permanent Bearer Global Note as the case may be, to be exchanged in connection therewith). The Registrar shall notify the Issuer as soon as is reasonably practicable upon receipt of a request for requires the issue of Definitive Registered Notes (including upon in exchange for the exchange of Reg. S Notes for Legended Notes or vice versa) and Global Note, the aggregate nominal amount of the relevant Registered Global Note Registrar or, as the case may be, Definitive Registered Notes, the Euro Registrar shall cause to be exchanged withdrawn from safekeeping the necessary and applicable Definitive Note(s) and, in connection therewith. For accordance with the purposes terms of this Clausethe Global Note, "Legended Notes" shall: (i) complete an equal aggregate principal amount of Definitive Note(s) of authorized denominations and of like tenor with identical terms as the Global Note in accordance with the terms of the Global Note; (ii) register such Definitive Notes in the name or names of such persons as the relevant clearing system shall have instruct the meaning ascribed thereto in Condition 13 (Transfer and Exchange of Registered Notes). 5.3 The Issuer undertakes to deliver to the Agent or the RegistrarRegistrar or, as the case may be, sufficient numbers of executed the Euro Registrar in writing; (iii) authenticate such Definitive Notes; and (iv) deliver such Definitive Notes with, to the relevant clearing system or pursuant to such clearing system’s written instructions in exchange for such Global Note. (c) The Issuer shall deliver to the case of Definitive Bearer Notes (if applicable), Coupons and Talons attached, to enable the Agent or the RegistrarRegistrar or, as the case may be, the Euro Registrar, upon the occurrence of any event specified in Section 6(a) which pursuant to the terms of a Global Note requires the issue of Definitive Notes, a sufficient number of Definitive Notes executed by an Authorized Representative to enable the Registrar or, as the case may be, the Euro Registrar to comply with its obligations under this ClauseSection 6.