Common use of Individual Note Certificates Clause in Contracts

Individual Note Certificates. The Current Issuer shall issue Individual Note Certificates only if one or more of the following applies while the Current Issuer Notes are represented by Global Note Certificates. At any time after the 40th day following the later of the Closing Date and the date of the issue of such Global Note Certificates: (a) (i) (in the case of the US Global Note Certificates) DTC has notified the Current Issuer that it is at any time unwilling or unable to continue as, or has ceased to be, a clearing agency registered under the Exchange Act, and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Current Issuer within 90 days of such notification; or (ii) (in the case of the Reg S Global Note Certificates) both Euroclear and Clearstream, Luxembourg are closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announce an intention permanently to cease business and do so cease to do business and no alternative clearing system satisfactory to the Note Trustee is available; or (b) as a result of any amendment to, or change in, the laws or regulations of the United Kingdom (or of any political sub- division thereof) or of any authority therein or thereof having power to tax or in the interpretation or administration by a revenue authority or a court or administration of such laws or regulations which becomes effective on or after the Closing Date, the Current Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Current Issuer Notes which would not be required were the Current Issuer Notes represented by Individual Note Certificates. If required by this Clause 3.3 (Individual Note Certificates), then the Current Issuer shall, at its sole cost and expense within 30 days of the occurrence of the relevant event, issue Individual Note Certificates of the same class as the class of Current Issuer Notes represented by the relevant Global Note Certificate. If Individual Note Certificates are issued, the beneficial interests represented by the Reg S Global Note Certificate representing each class shall be exchanged by the Current Issuer for Reg S Individual Note Certificates of that class and the beneficial interests represented by the US Global Note Certificate representing each class shall be exchanged by the Current Issuer for US Individual Note Certificates of that class.

Individual Note Certificates. The Current Issuer shall issue Individual Note Certificates only if one or more of the following applies while the Current Issuer Notes are represented by Global Note Certificates. At any time after the 40th day following the later of the Closing Date and the date of the issue of such Global Note Certificates: (a) (i) (in the case of the US Dollar Global Note Certificates) DTC has notified the Current Issuer that it is at any time unwilling or unable to continue as, or has ceased to be, a clearing agency registered under the Exchange Act, and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Current Issuer within 90 days of such notification; or (ii) (in the case of the Reg S Euro Global Note Certificates and the Sterling Global Note Certificates) both Euroclear and Clearstream, Luxembourg are closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announce an intention permanently to cease business and do so cease to do business and no alternative clearing system satisfactory to the Note Trustee is available; or (b) as a result of any amendment to, or change in, the laws or regulations of the United Kingdom (or of any political sub- division thereof) or of any authority therein or thereof having power to tax or in the interpretation or administration by a revenue authority or a court or administration of such laws or regulations which becomes effective on or after the Closing Date, the Current Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Current Issuer Notes which would not be required were the Current Issuer Notes represented by Individual Note Certificates. If required by this Clause 3.3 (Individual Note Certificates), then the Current Issuer shall, at its sole cost and expense within 30 days of the occurrence of the relevant event, issue Individual Note Certificates of the same class as the class of Current Issuer Notes represented by the relevant Global Note Certificate. If Individual Note Certificates are issued, the beneficial interests represented by the Reg S Global Note Certificate representing each class shall be exchanged by the Current Issuer for Reg S Individual Note Certificates of that class and the beneficial interests represented by the US Global Note Certificate representing each class shall be exchanged by the Current Issuer for US Individual Note Certificates of that class.

Individual Note Certificates. The Current Issuer shall issue Individual Note Certificates only if one or more of the following applies while the Current Issuer Notes are represented by Global Note Certificates. At any time after the 40th day following the later of the Closing Date and the date of the issue of such Global Note Certificates: (a) (i) (in the case of the US Global Note Certificates) DTC has notified the Current Issuer that it is at any time unwilling or unable to continue as, or has ceased to be, a clearing agency registered under the Exchange Act, and a successor to DTC registered as a clearing agency under the Exchange Act is not able to be appointed by the Current Issuer within 90 days of such notification; or (ii) (in the case of the Reg S Global Note Certificates) both Euroclear and Clearstream, Luxembourg are closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announce an intention permanently to cease business and do so cease to do business and no alternative clearing system satisfactory to the Note Trustee is available; or (b) as a result of any amendment to, or change in, the laws or regulations of the United Kingdom (or of any political sub- sub-division thereof) or of any authority therein or thereof having power to tax or in the interpretation or administration by a revenue authority or a court or administration of such laws or regulations which becomes effective on or after the Closing Date, the Current Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Current Issuer Notes which would not be required were the Current Issuer Notes represented by Individual Note Certificates. If required by this Clause 3.3 (Individual Note Certificates), then the Current Issuer shall, at its sole cost and expense within 30 days of the occurrence of the relevant event, issue Individual Note Certificates of the same class as the class of Current Issuer Notes represented by the relevant Global Note Certificate. If Individual Note Certificates are issued, the beneficial interests represented by the Reg S Global Note Certificate representing each class shall be exchanged by the Current Issuer for Reg S Individual Note Certificates of that class and the beneficial interests represented by the US Global Note Certificate representing each class shall be exchanged by the Current Issuer for US Individual Note Certificates of that class.