Common use of ISSUE OF GLOBAL NOTES Clause in Contracts

ISSUE OF GLOBAL NOTES. 3.1 Subject to Clause 3.2, following receipt of a copy sent by email of the applicable Final Terms signed by the relevant Issuer and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer (as set out in Schedule 3 to the Temporary Global Note and Schedule 3 to the Permanent Global Note), the relevant Issuer authorises the Principal Paying Agent and the Registrar, and the Principal Paying Agent and the Registrar agree, to take the steps required of them in the Procedures Memorandum. For this purpose, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer: 3.1.1 (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Registered Global Note, by attaching a copy of the applicable Final Terms and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer to a copy of the signed master Global Note; 3.1.2 authenticate (or procure the authentication of) the relevant Global Notes; 3.1.3 (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Bearer Global Note is a CGN) or specified Common Safekeeper (if the Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; 3.1.4 (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and/or Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and, in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same against, in the case of Notes issued on a syndicated basis, receipt from the common depositary of confirmation that such common depositary is holding the relevant Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and to instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Relevant Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the relevant Registered Global Note to the Registrar's distribution account, or (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Relevant Issuer's order; 3.1.5 ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and 3.1.6 (in the case of the Principal Paying Agent) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes. 3.2 For the purpose of Clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue: 3.2.1 in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer to a copy of the master Permanent Bearer Global Note; 3.2.2 in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note; 3.2.3 in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Notes is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem- eligible NGN, to instruct the common safekeeper to effectuate the same; 3.2.4 if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; 3.2.5 in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and 3.2.6 ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche. 3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this Clause 3 if it holds (as applicable): 3.3.1 a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons (which, in the case of ENEL N.V., shall be signed manually or in facsimile on behalf of ENEL N.V. by a duly authorised signatory of ENEL N.V.) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1.1 and Clause 4; 3.3.2 a master Registered Global Note, each duly executed by a person or persons (which, in the case of ENEL N.V., shall be signed manually or in facsimile on behalf of ENEL N.V. by a duly authorised signatory of ENEL N.V.) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes, in accordance with subclause 3.1.1; and 3.3.3 signed copies of the applicable Final Terms. 3.4 The Issuer undertakes to ensure that the Principal Paying Agent and the Registrar, as the case may be, receives copies of each document specified in Clause 3.3 in a timely manner. 3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.

ISSUE OF GLOBAL NOTES. 3.1 Subject to Clause 3.2, following receipt of a copy sent by email of the applicable Final Terms signed by the relevant Issuer and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer (as set out in Schedule 3 to the Temporary Global Note and Schedule 3 to the Permanent Global Note), the relevant Issuer authorises the Principal Paying Agent and the Registrar, and the Principal Paying Agent and the Registrar agree, to take the steps required of them in the Procedures Memorandum. For this purpose, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer: 3.1.1 (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Registered Global Note, by attaching a copy of the applicable Final Terms and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer to a copy of the signed master Global Note; 3.1.2 authenticate (or procure the authentication of) the relevant Global Notes; 3.1.3 (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Bearer Global Note is a CGN) or specified Common Safekeeper (if the Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; 3.1.4 (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and/or Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and, in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same against, in the case of Notes issued on a syndicated basis, receipt from the common depositary of confirmation that such common depositary is holding the relevant Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and to instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Relevant Issuer (A) in the case of Notes issued on a non-non- syndicated basis, to credit the Notes represented by the relevant Registered Global Note to the Registrar's distribution account, or (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Relevant Issuer's order; 3.1.5 ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and 3.1.6 (in the case of the Principal Paying Agent) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes. 3.2 For the purpose of Clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue: 3.2.1 in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer to a copy of the master Permanent Bearer Global Note; 3.2.2 in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note; 3.2.3 in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Notes is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem- Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; 3.2.4 if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; 3.2.5 in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; andcase 3.2.6 ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche. 3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this Clause 3 if it holds (as applicable): 3.3.1 a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons (which, in the case of ENEL N.V., shall be signed manually or in facsimile on behalf of ENEL N.V. by a duly authorised signatory of ENEL N.V.) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1.1 and Clause 4; 3.3.2 a master Registered Global Note, each duly executed by a person or persons (which, in the case of ENEL N.V., shall be signed manually or in facsimile on behalf of ENEL N.V. by a duly authorised signatory of ENEL N.V.) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes, in accordance with subclause 3.1.1; and 3.3.3 signed copies of the applicable Final Terms. 3.4 The Issuer undertakes to ensure that the Principal Paying Agent and the Registrar, as the case may be, receives copies of each document specified in Clause 3.3 in a timely manner. 3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.

ISSUE OF GLOBAL NOTES. ‌ 3.1 Subject to Clause 3.2, following receipt of a copy sent by email of the applicable Final Terms signed by the relevant Issuer and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer (as set out in Schedule 3 to the Temporary Global Note and Schedule 3 to the Permanent Global Note), the relevant Issuer authorises the Principal Paying Agent and the Registrar, and the Principal Paying Agent and the Registrar agree, to take the steps required of them in the Procedures Memorandum. For this purpose, the Principal Paying Agent or, as the case may be, the Registrar will on behalf of the relevant Issuer:Issuer:‌ 3.1.1 (in the case of the Principal Paying Agent) prepare a Temporary Bearer Global Note and/or (if so specified in the applicable Final Terms) a Permanent Bearer Global Note or (in the case of the Registrar) (if so specified in the applicable Final Terms) a Registered Global Note, by attaching a copy of the applicable Final Terms and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer to a copy of the signed master Global Note;Note;‌ 3.1.2 authenticate (or procure the authentication of) the relevant Global Notes; 3.1.3 (in the case of the Principal Paying Agent) deliver the Temporary Bearer Global Note and/or Permanent Bearer Global Note to the specified common depositary (if the Bearer Global Note is a CGN) or specified Common Safekeeper (if the Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; 3.1.4 (in the case of the Registrar) deliver in the case of a Registered Global Note registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and/or Clearstream, Luxembourg, the Registered Global Note to the specified common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg and, in the case of a Registered Global Note which is held under the NSS, to instruct the common safekeeper to effectuate the same against, in the case of Notes issued on a syndicated basis, receipt from the common depositary of confirmation that such common depositary is holding the relevant Registered Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg and to instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Registrar and the Relevant Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by the relevant Registered Global Note to the Registrar's distribution account, or (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by the Registered Global Note to the Relevant Issuer's order; 3.1.5 ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to Notes of any other Tranche of the same Series until at least expiry of the Distribution Compliance Period in respect of the Tranche; and 3.1.6 (in the case of the Principal Paying Agent) if the Temporary Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes. 3.2 For the purpose of Clause 3.1, the Principal Paying Agent will on behalf of the relevant Issuer if specified in the applicable Final Terms that a Permanent Bearer Global Note will represent the Notes on issue:issue:‌ 3.2.1 in the case of the first Tranche of any Series of Notes, prepare a Permanent Bearer Global Note by attaching a copy of the applicable Final Terms and, where ENEL is the relevant Issuer, the Further Information in Respect of the Issuer to a copy of the master Permanent Bearer Global Note; 3.2.2 in the case of the first Tranche of any Series of Notes, authenticate the Permanent Bearer Global Note; 3.2.3 in the case of the first Tranche of any Series of Notes, deliver the Permanent Global Note to the specified common depositary (if the Permanent Bearer Global Note is a CGN) or specified common safekeeper (if the Permanent Bearer Global Notes is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Bearer Global Note which is a Eurosystem- eligible NGN, to instruct the common safekeeper to effectuate the same; 3.2.4 if the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the initial outstanding aggregate principal amount of the relevant Tranche of Notes; 3.2.5 in the case of a subsequent Tranche of any Series of Notes deliver the applicable Final Terms to the specified common depositary or common safekeeper, as the case may be, for attachment to the Permanent Bearer Global Note and, in the case where the Permanent Global Note is a CGN, make all appropriate entries on the relevant Schedule to the Permanent Bearer Global Note to reflect the increase in its nominal amount or, in the case where the Permanent Bearer Global Note is a NGN, instruct Euroclear and Clearstream, Luxembourg to make the appropriate entries in their records to reflect the increased outstanding aggregate principal amount of the relevant Series; and 3.2.6 ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including, but not limited to, common codes and ISINs) which are different from the security numbers assigned to the Notes of any other Tranche of the same Series until at least the expiry of the Distribution Compliance Period in respect of the Tranche. 3.3 Each of the Principal Paying Agent and the Registrar shall only be required to perform its obligations under this Clause 3 if it holds (as applicable):applicable):‌ 3.3.1 a master Temporary Bearer Global Note and a master Permanent Bearer Global Note, each duly executed by a person or persons (which, in the case of ENEL N.V., shall be signed manually or in facsimile on behalf of ENEL N.V. by a duly authorised signatory of ENEL N.V.) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Principal Paying Agent for the purpose of preparing Temporary Bearer Global Notes and Permanent Bearer Global Notes, respectively, in accordance with subclause 3.1.1 and Clause 4; 3.3.2 a master Registered Global Note, each duly executed by a person or persons (which, in the case of ENEL N.V., shall be signed manually or in facsimile on behalf of ENEL N.V. by a duly authorised signatory of ENEL N.V.) duly authorised to execute the same on behalf of the relevant Issuer, which may be used by the Registrar for the purpose of preparing Registered Global Notes, in accordance with subclause 3.1.1; and 3.3.3 signed copies of the applicable Final Terms. 3.4 The Issuer undertakes to ensure that the Principal Paying Agent and the Registrar, as the case may be, receives copies of each document specified in Clause 3.3 in a timely manner. 3.5 Where the Principal Paying Agent delivers any authenticated Bearer Global Note to a common safekeeper for effectuation using electronic means, it is authorised and instructed to destroy the Bearer Global Note retained by it following its receipt of confirmation from the common safekeeper that the relevant Bearer Global Note has been effectuated.