ISSUE OF GLOBAL NOTES Clause Samples

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.2, following receipt of a faxed copy of the applicable Final Terms signed by the Issuer, the 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 Issuer: (a) (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 Regulation S Global Note and/or a Rule 144A Global Note and/or Definitive IAI Registered Notes by attaching a copy of the applicable Final Terms to a copy of the signed master Global Note or Definitive IAI Registered Note; (b) authenticate (or procure the authentication of) the relevant Global Notes and/or Definitive IAI Registered Notes; (c) (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 Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is an NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; (d) (in the case of the Principal Paying Agent) 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 Bearer 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 an 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; (e) (in the case of the Registrar) deliver: (i) in the case of Regulation S Global Notes registered in the name of a nominee for a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg, the Regulation S Global Note to the specified common depo...

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.3, following receipt of a faxed copy of the applicable Pricing Supplement signed by the Issuer and the Guarantor, the Issuer authorises the Fiscal Agent and the Registrar and each of the Fiscal Agent and the Registrar agrees, to take the steps required of it in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1, the Fiscal Agent or, as the case may be, the Registrar will on behalf of the Issuer if specified in the applicable Pricing Supplement that a Global Note will represent the Notes on issue: (a) (in the case of the Registrar) prepare a Global Note by attaching a copy of the applicable Pricing Supplement to a copy of the relevant signed master Global Note; (b) (in the case of the Registrar) authenticate (or procure the authentication of) the relevant Global Note; (c) (in the case of the Registrar) deliver, in the case of a Global Note registered in the name of a nominee for a Common Safekeeper, the Global Note to the specified Common Safekeeper and in the case of a Global Note which is held under the NSS, to instruct the Common Safekeeper to effectuate the same; and (d) (in the case of the Fiscal Agent) ensure that the Notes of each Tranche are assigned, as applicable, security numbers (including (as applicable), 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. 3.3 Each of the Fiscal Agent and the Registrar shall only be required to perform its obligations under this clause 3 if it holds (as applicable): (a) a master Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Registrar for the purpose of preparing the Global Note in accordance with subclause 3.2; and (b) signed copies of the applicable Pricing Supplement. 3.4 Each of the Issuer and the Guarantor undertakes to ensure that the Fiscal Agent and/or the Registrar receives copies of each document specified in subclause 3.3 in a timely manner.

ISSUE OF GLOBAL NOTES. Upon receipt by the Fiscal Agent of the information enabling it, and instructions, to do so, the Fiscal Agent shall complete a temporary or, as the case may be, permanent Global Note in an aggregate nominal amount equal to that of the Tranche to be issued.

ISSUE OF GLOBAL NOTES. 3.1 Subject to Clause 3.4, following receipt of (i) in the case of an issue not subscribed pursuant to a Subscription Agreement, a faxed copy of the Final Terms signed by the Issuer or (ii) in the case of an issue subscribed pursuant to a Subscription Agreement, an executed copy of the Subscription Agreement, the Issuer hereby authorises the Agent and the Agent hereby agrees to take the steps required of the Agent in the Procedures Memorandum. 3.2 For the purpose of Clause 3.1 the Agent will, inter alia, on behalf of the Issuer if specified in the applicable Final Terms or form of Final Terms appearing in the Subscription Agreement that a Temporary Global Note will initially represent the Tranche of Notes: (a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms to a copy of the applicable master Temporary Global Note and ensure that such Temporary Global Note bears the legend or legends required under Clause 2.4; (b) authenticate such Temporary Global Note; (c) deliver such Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is an NGN) of Euroclear and/or Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, instruct the common safekeeper to effectuate the same, against receipt from the common depositary or common safekeeper, as appropriate, of confirmation that such common depositary or common safekeeper, as appropriate, is holding the Temporary Global Note in safe custody for the account of Euroclear and/or Clearstream, Luxembourg; (d) if the Temporary Global Note is a CGN, instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be), unless otherwise agreed in writing between the Agent and the Issuer, (i) in the case of an issue of Notes not subscribed pursuant to a Subscription Agreement, to credit the Notes represented by such Temporary Global Note to the Agent’s distribution account, and (ii) in the case of Notes subscribed pursuant to a Subscription Agreement, to hold the Notes represented by such Temporary Global Note to the Issuer’s order; (e) if the Temporary Global Note is an 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; and (f) ensure that the Notes of each Tranche are assigned a common code ...

ISSUE OF GLOBAL NOTES. 3.1 Subject to Subclause 3.5 of this clause, following receipt of Final Terms signed by the Issuer, the Principal Paying Agent and the Registrar will take the steps required of the Principal Paying Agent and the Registrar in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1, the Principal Paying Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Bearer Global Note will initially represent the Tranche of Notes: 3.2.1 prepare a Temporary Bearer Global Note by attaching a copy of the applicable Final Terms to a copy of the signed master Temporary Bearer Global Note; 3.2.2 authenticate the Temporary Bearer Global Note; 3.2.3 deliver the Temporary Bearer Global Note to the specified common depositary (if the Temporary Bearer Global Note is a CGN) or specified common safekeeper (if the Temporary Bearer Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Bearer Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; 3.2.4 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 the expiry of the Distribution Compliance Period in respect of the Tranche; 3.2.5 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; and 3.2.6 deposit such Temporary Bearer Global Note with Euroclear Nederland against confirmation from Euroclear Nederland that the Temporary Bearer Global Note is being held in safe custody in accordance with terms of its Letter of Undertaking and to instruct Euroclear Nederland to deliver the Notes represented by such Temporary Bearer Global Note to the accounts of its participants.

ISSUE OF GLOBAL NOTES. (a) The Company may specify that the Notes are to be issued in whole or in part, as one or more Global Notes, as an Uncertificated Note or a Certificated Note, registered in the name of a Depository, or its nominee, designated by the Company in the Written Direction of the Company delivered to the Trustee at the time of issue of such Notes. In the event the Company specifies that the Notes are to be issued as a Global Note, the Company shall execute and the Trustee shall certify and deliver one or more Global Notes that shall: (i) represent an aggregate amount equal to the principal amount of the outstanding Notes to be represented by one or more Global Notes; (ii) be delivered by the Trustee as directed in the Written Direction of the Company; and (iii) if in the form of a Certificated Note, bear a legend substantially to the following effect: "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO GRAVITAS FINANCIAL INC. (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE". (b) Each Depository designated for a Global Note must, at the time of its designation and at all times while it serves as such Depository, be a clearing agency registered or designated under the securities legislation of the jurisdiction where the Depository has its principal offices.

ISSUE OF GLOBAL NOTES. (1) Subject to subclause (3) below, following receipt of a faxed copy of a Pricing Supplement signed by the Issuer, the Issuer hereby authorises the Agent and the Agent hereby agrees, to take the steps required of the Agent in the Procedures Memorandum. (2) For the purpose of subclause (1), the Agent will, inter alia, on behalf of the Issuer: (a) prepare a Temporary Global Note by attaching a copy of the applicable Pricing Supplement to a copy of the signed master Temporary Global Note; (b) authenticate such Temporary Global Note; (c) deliver such Temporary Global Note to the specified common depositary of Euroclear and Clearstream, Luxembourg against receipt from the common depositary of confirmation that such common depositary is holding the Temporary Global Note in safe custody for the account of Euroclear and Clearstream, Luxembourg and instruct Euroclear or Clearstream, Luxembourg or both of them (as the case may be) unless otherwise agreed in writing between the Agent and the Issuer (A) in the case of Notes issued on a non-syndicated basis, to credit the Notes represented by such Temporary Global Note to the Agent's distribution account, and (B) in the case of Notes issued on a syndicated basis, to hold the Notes represented by such Temporary Global Note to the Issuer's order; and (d) 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 applicable Distribution Compliance Period of such Tranche. (3) The Agent shall only be required to perform its obligations under subclause (1) above if it holds: (a) a master Temporary Global Note duly executed by a person or persons duly authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Temporary Global Notes in accordance with subclause (2); and (b) a master Permanent Global Note duly executed by a person or persons authorised to execute the same on behalf of the Issuer, which may be used by the Agent for the purpose of preparing Permanent Global Notes in accordance with clause 4 below.

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 wr...

ISSUE OF GLOBAL NOTES. 3.1 Subject to subclause 3.4, following receipt of a faxed copy of the applicable Final Terms together with the Further Information on the Issuer signed by the Issuer, the Issuer authorises the Agent and the Agent agrees, to take the steps required of the Agent in the Procedures Memorandum. 3.2 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Temporary Global Note will initially represent the Tranche of Notes: (a) prepare a Temporary Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the signed master Temporary Global Note; (b) authenticate the Temporary Global Note; (c) deliver the Temporary Global Note to the specified common depositary (if the Temporary Global Note is a CGN) or specified common safekeeper (if the Temporary Global Note is a NGN) for Euroclear and Clearstream, Luxembourg and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to instruct the common safekeeper to effectuate the same; (d) 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 the expiry of the Distribution Compliance Period in respect of the Tranche; and (e) if the Temporary 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; 3.3 For the purpose of subclause 3.1, the Agent will on behalf of the Issuer if specified in the applicable Final Terms that a Permanent Global Note will represent the Notes on issue: (a) in the case of the first Tranche of any Series of Notes, prepare a Permanent Global Note by attaching a copy of the applicable Final Terms and the Further Information on the Issuer to a copy of the master Permanent Global Note; (b) in the case of the first Tranche of any Series of Notes, authenticate the Permanent Global Note; (c) 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 Global Note is a CGN) or specified common safekeeper (if the Permanent Global Note is a NGN) for Euroclear and/or Clearstream, Luxembourg and, in the case of a Permanent Global No...