Common use of Exchange of temporary global Notes; certification requirements Clause in Contracts

Exchange of temporary global Notes; certification requirements. On or up to 10 days prior to the Exchange Date for any Series of Notes held in temporary global form, the holders of such temporary global Note shall deliver to Euroclear, Clearstream, Luxembourg or other recognized and agreed clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit B-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent, and each other paying agent of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. On or after the Exchange Date for any Series of Notes, upon the request of the Common Depositary (in the case of a CGN) or the common service provider as described in Appendix 1 hereto (a “Common Service Provider”) (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal and Paying Agent shall authenticate a permanent global Note in bearer form or (if specified in the applicable Corporate Order) definitive Bearer Notes and/or definitive Registered Notes in the amounts requested in an aggregate principal amount equal to the aggregate principal amount of the temporary global Note beneficially owned by such owners, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto. Such permanent global Note, if any, shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with the Common Depositary (if the permanent global Note is a CGN) or the Common Safekeeper (if the permanent global Note is a NGN) for the accounts of Euroclear, Clearstream, Luxembourg and/or other clearance system (in the case of a CGN) for credit to the respective accounts of such holders. In the case of a permanent global Note which is a Eurosystem-eligible NGN, the Fiscal and Paying Agent shall instruct the Common Safekeeper to effectuate the same. Upon any such exchange of all or a portion of a temporary global Note for a permanent global Note or definitive Notes, the Fiscal and Paying Agent shall (i) in the case of a permanent global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange or (ii) in the case of any global Note which is a CGN, procure that the relevant global Note be endorsed by the Fiscal and Paying Agent or its duly authorized attorney-in-fact to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such permanent global Note or definitive Notes as to which certification has been provided as set forth in the preceding paragraph.

Exchange of temporary global Notes; certification requirements. On or up to 10 days prior to the Exchange Date for any Series of Notes held in temporary global form, the holders of such temporary global Note shall deliver to Euroclear, Clearstream, Luxembourg or other recognized and agreed clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit B-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent, and each other paying agent of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. On or after the Exchange Date for any Series of Notes, upon the request of the Common Depositary (in the case of a CGN) or the common service provider as described in Appendix 1 hereto (a “"Common Service Provider”") (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal and Paying Agent shall authenticate a permanent global Note in bearer form or (if specified in the applicable Corporate Order) definitive Bearer Notes and/or definitive Registered Notes in the amounts requested in an aggregate principal amount equal to the aggregate principal amount of the temporary global Note beneficially owned by such owners, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto. Such permanent global Note, if any, shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with the Common Depositary (if the permanent global Note is a CGN) or the Common Safekeeper (if the permanent global Note is a NGN) for the accounts of Euroclear, Clearstream, Luxembourg and/or other clearance system (in the case of a CGN) for credit to the respective accounts of such holders. In the case of a permanent global Note which is a Eurosystem-eligible NGN, the Fiscal and Paying Agent shall instruct the Common Safekeeper to effectuate the same. Upon any such exchange of all or a portion of a temporary global Note for a permanent global Note or definitive Notes, the Fiscal and Paying Agent shall (i) in the case of a permanent global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange or (ii) in the case of any global Note which is a CGN, procure that the relevant global Note be endorsed by the Fiscal and Paying Agent or its duly authorized attorney-in-fact to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such permanent global Note or definitive Notes as to which certification has been provided as set forth in the preceding paragraph.

Exchange of temporary global Notes; certification requirements. On or up to 10 days prior to the Exchange Date for any Series of Notes held in temporary global form, the holders of such temporary global Note shall deliver to Euroclear, Clearstream, Luxembourg or other recognized and agreed clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit B-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent, and each other paying agent of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. On or after the Exchange Date for any Series of Notes, upon the request of the Common Depositary (in the case of a CGN) or the common service provider as described in Appendix 1 hereto (a “�Common Service Provider”�) (in the case of a NGN), acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system (in the case of a CGN), acting in turn on behalf of such holders, the Fiscal and Paying Agent shall authenticate a permanent global Note in bearer form or (if specified in the applicable Corporate Order) definitive Bearer Notes and/or definitive Registered Notes in the amounts requested in an aggregate principal amount equal to the aggregate principal amount of the temporary global Note beneficially owned by such owners, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto. Such permanent global Note, if any, shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with the Common Depositary (if the permanent global Note is a CGN) or the Common Safekeeper (if the permanent global Note is a NGN) for the accounts of Euroclear, Clearstream, Luxembourg and/or other clearance system (in the case of a CGN) for credit to the respective accounts of such holders. In the case of a permanent global Note which is a Eurosystem-eligible NGN, the Fiscal and Paying Agent shall instruct the Common Safekeeper to effectuate the same. Upon any such exchange of all or a portion of a temporary global Note for a permanent global Note or definitive Notes, the Fiscal and Paying Agent shall (i) in the case of a permanent global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange or (ii) in the case of any global Note which is a CGN, procure that the relevant global Note be endorsed by the Fiscal and Paying Agent or its duly authorized attorney-in-fact to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such permanent global Note or definitive Notes as to which certification has been provided as set forth in the preceding paragraph.

Exchange of temporary global Notes; certification requirements. On or up to 10 days prior to the Exchange Date for any Series of Notes held in temporary global form, the holders of such temporary global Note shall deliver to Euroclear, Clearstream, Luxembourg or other recognized and agreed clearance system, as the case may be, a certificate substantially in the form set forth in Exhibit B-1 hereto, copies of which certificate shall be available at the offices of Euroclear, Clearstream, Luxembourg or other clearance system, the Fiscal and Paying Agent, (in the case of Notes listed on the Luxembourg Stock Exchange) the Luxembourg Paying Agent, (in the case of Notes listed on the Irish Stock Exchange) the Irish Paying Agent and each other paying agent of the relevant Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor. On or after the Exchange Date for any Series of Notes, upon the request of the Common Depositary (in the case of a CGN) or the common service provider as described in Appendix 1 hereto (a “Common Service Provider”) (in the case of a NGN)Depositary, acting on behalf of Euroclear, Clearstream, Luxembourg or other clearance system (in the case of a CGN)system, acting in turn on behalf of such holders, the Fiscal and Paying Agent shall authenticate a permanent global Note in bearer form or (if specified in the applicable Corporate Order) definitive Bearer Notes and/or definitive Registered Notes in the amounts requested in an aggregate principal amount equal to the aggregate principal amount of the temporary global Note beneficially owned by such owners, but only upon delivery by Euroclear, Clearstream, Luxembourg and/or other clearance system, acting on behalf of such owners, to the Fiscal and Paying Agent or its duly authorized attorney-in-fact of a certificate or certificates substantially in the form set forth in Exhibit B-2 hereto. Such permanent global Note, if any, shall be authenticated by the Fiscal and Paying Agent or by a duly authorized officer or attorney-in-fact of the Fiscal and Paying Agent, upon the same conditions, in substantially the same manner and with the same effect as the definitive Notes, and shall be deposited with the Common Depositary (if the permanent global Note is a CGN) or the Common Safekeeper (if the permanent global Note is a NGN) for the accounts of Euroclear, Clearstream, Luxembourg and/or other clearance system (in the case of a CGN) for credit to the respective accounts of such holders. In the case of a permanent global Note which is a Eurosystem-eligible NGN, the Fiscal and Paying Agent shall instruct the Common Safekeeper to effectuate the same. Upon any such exchange of all or a portion of a temporary global Note for a permanent global Note or definitive Notes, the Fiscal and Paying Agent shall (i) in the case of a permanent such temporary global Note which is a NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange or (ii) in the case of any global Note which is a CGN, procure that the relevant global Note shall be endorsed by the Fiscal and Paying Agent or its duly authorized attorney-in-fact to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such permanent global Note or definitive Notes as to which certification has been provided as set forth in the preceding paragraph.