ISSUE OF DEFINITIVE NOTES. 5.1 Where a Global Note is to be exchanged for Definitive Notes in accordance with its terms, the Agent is hereby authorised on behalf of the Issuer:
(a) to authenticate such Definitive Note(s) in accordance with the provisions of this Agreement; and
(b) to deliver such Definitive Note(s) to or to the order of Euroclear and/or Clearstream, Luxembourg. The Agent shall notify the Issuer forthwith upon receipt of a request for issue of (a) Definitive Note(s) in accordance with the provisions of a Temporary Global Note or Permanent Global Note, as the case may be, (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith).
5.2 The Issuer undertakes to deliver to the Agent sufficient numbers of executed Definitive Notes with, if applicable, Coupons and Talons attached to enable the Agent to comply with its obligations under this clause.
ISSUE OF DEFINITIVE NOTES. (1) Upon notice from Euroclear or Clearstream, Luxembourg pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note. For this purpose the Agent is hereby authorised on behalf of the relevant Issuer:
(a) to authenticate such Definitive Note(s) in accordance with the provisions of this Agreement; and
(b) to deliver such Definitive Note(s) to or to the order of Euroclear and/or Clearstream, Luxembourg either in exchange for such Global Note or, in the case of a partial exchange of a Temporary Global Note, on entering details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note. The Agent shall notify the relevant Issuer forthwith upon receipt of a request for issue of Definitive Note(s) in accordance with the provisions of a Temporary Global Note or Permanent Global Note, as the case may be, (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith).
(2) Each Issuer undertakes to deliver to the Agent sufficient numbers of executed Definitive Notes with, if applicable, Receipts, Coupons and Talons attached to enable the Agent to comply with its obligations under this clause.
ISSUE OF DEFINITIVE NOTES. 5.1 Pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note. For this purpose the Agent is hereby authorised on behalf of the Issuer:
(a) to prepare, complete and authenticate such Definitive Note(s) in accordance with the provisions of the Trust Deed; and
(b) to deliver such Definitive Note(s) to or to the order of Euroclear and/or Clearstream, Luxembourg:
(i) in the case of Global Notes which are in CGN form, either in exchange for such Global Note or, in the case of a partial exchange, on entering details of any partial exchange of the Temporary Global Note in the relevant space in Schedule Two of such Temporary Global Note; or
(ii) in the case of Global Notes which are in NGN form, with instructions to Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to record such exchange. The Agent shall notify the Issuer forthwith upon receipt of a request for an issue of Definitive Notes in accordance with the provisions of a Temporary Global Note or a Permanent Global Note, as the case may be (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith).
5.2 The Issuer undertakes to deliver to the Agent, pursuant to a request for the issue of Definitive Notes under the terms of the relevant Global Note, sufficient numbers of executed Definitive Notes with, if applicable, Coupons and Talons attached to enable the Agent to comply with its obligations under this Clause 5.
5.3 In the event that Definitive Notes are issued and a Paying Agent informs the Issuer that it is unable to perform its obligations under this Clause 5 or in respect of any other obligation of such Paying Agent under this Agreement, the Issuer shall forthwith appoint an additional agent in accordance with Clause 17 which is able to perform such obligations.
ISSUE OF DEFINITIVE NOTES. (1) Interests in a Global Note will be exchangeable for Definitive Notes with Coupons attached only if: (i) an Event of Default (as defined in the Terms and Conditions) occurs and is continuing, or (ii) the relevant 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 Noteholders is available, or (iii) the relevant Issuer, after notice to the Agent, determines to issue Notes in Definitive form. Upon the occurrence of these events, the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note. For this purpose the Agent is hereby authorized on behalf of the relevant Issuer:
(a) to authenticate such Definitive Note(s) in accordance with the provisions of this Agreement; and
(b) to deliver such Definitive Note(s) to or to the order of Euroclear and/or Clearstream, Luxembourg in exchange for such Global Note. The Agent shall notify the relevant Issuer forthwith upon receipt of a request for issue of Definitive Note(s) in accordance with the provisions of a Global Note and this Agreement (and the aggregate principal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith).
(2) The relevant Issuer undertakes to deliver to the Agent sufficient numbers of executed Definitive Notes with, if applicable, Receipts, Coupons and Talons attached to enable the Agent to comply with its obligations under this Clause 5.
ISSUE OF DEFINITIVE NOTES. 5.1 Upon notice from Euroclear or Clearstream, Luxembourg pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note. For this purpose the Agent is hereby authorised on behalf of the Issuer:
(a) to authenticate such Definitive Note(s) in accordance with the provisions of the Trust Deed; and
(b) to deliver such Definitive Note(s) to or to the order of Euroclear and/or Clearstream, Luxembourg either in exchange for such Global Note or, in the case of a partial exchange, on entering details of any partial exchange of such Global Note in the relevant space in Schedule Two of such Global Note. The Agent shall notify the Issuer forthwith upon receipt of a request for issue of (a) Definitive Note(s) in accordance with the provisions of a Temporary Global Note or Permanent Global Note, as the case may be, (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith).
5.2 Upon any exchange of all or a part of an interest in a Temporary Global Note for an interest in a Permanent Global Note or upon any exchange of all or a part of an interest in a Global Note for Definitive Notes, the Agent shall (i) procure that the relevant Global Note shall, if it is a CGN, be endorsed by or on behalf of the Agent to reflect the reduction of its nominal amount by the aggregate nominal amount so exchanged and, where applicable, the Permanent Global Note shall be endorsed by or on behalf of the Agent to reflect the increase in its nominal amount as a result of any exchange for an interest in the Temporary Global Note or (ii) in the case of any Global Note which is an NGN, instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchange. Until exchanged in full, the holder of an interest in any Global Note shall in all respects be entitled to the same benefits under the Agreement as the holder of Definitive Notes and Coupons authenticated and delivered under this Agreement, subject as set out in the Conditions. The Agent is authorised on behalf of the Issuer and instructed (a) in the case of any Global Note which is a CGN, to endorse or to arrange for the endorsement of the relevant Global Note to reflect the reduction in the nominal amount represented by it by the amount so exchanged and, if app...
ISSUE OF DEFINITIVE NOTES. 5.1 Pursuant to the terms of a Temporary Global Note or a Permanent Global Note, as the case may be, the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note. For this purpose the Agent is hereby authorised on behalf of the Issuer:
(a) to authenticate such Definitive Note(s) in accordance with the provisions of the Trust Deed; and
(b) to deliver such Definitive Note(s) to or to the order of Euroclear and/or Clearstream, Luxembourg in exchange for such Global Note. The Agent shall notify the Issuer forthwith upon receipt of a request for issue of (a) Definitive Note(s) in accordance with the provisions of a Temporary Global Note or Permanent Global Note, as the case may be, (and the aggregate nominal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith which, in the case of a Permanent Global Note, shall be its full aggregate nominal amount).
5.2 The Issuer undertakes to deliver to the Agent sufficient numbers of executed Definitive Notes with, if applicable, Coupons and Talons attached to enable the Agent to comply with its obligations under this clause.
ISSUE OF DEFINITIVE NOTES. (1) Interests in a Global Note will be exchangeable for Definitive Notes with Coupons attached only if: (i) an Event of Default (as defined in the Terms and Conditions) occurs and is continuing, or (ii) the Corporation is notified that either Euroclear or Cedel Bank 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 Noteholders is available, or (iii) the Corporation, after notice to the Agent, determines to issue Notes in definitive form. Upon the occurrence of these events, the Agent shall deliver the relevant Definitive Note(s) in accordance with the terms of the relevant Global Note. For this purpose the Agent is hereby authorized on behalf of the Corporation:
(a) to authenticate such Definitive Note(s) in accordance with the provisions of this Agreement; and
(b) to deliver such Definitive Note(s) to or to the order of Euroclear and/or Cedel Bank in exchange for such Global Note. The Agent shall notify the Corporation forthwith upon receipt of a request for issue of (a) Definitive Note(s) in accordance with the provisions of a Global Note and this Agreement (and the aggregate principal amount of such Temporary Global Note or Permanent Global Note, as the case may be, to be exchanged in connection therewith).
(2) The Corporation undertakes to deliver to the Agent sufficient numbers of executed Definitive Notes with, if applicable, Receipts, Coupons and Talons attached to enable the Agent to comply with its obligations under this Clause 5.
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. Upon the occurrence of any event which, pursuant to the terms of a Permanent Global Note, requires the issue of one or more Definitive Note(s) the Agent shall issue the relevant Definitive Note(s) in accordance with the terms of the Permanent Global Note. For this purpose the Agent is hereby authorised on behalf of the Issuer:
(a) to prepare and complete the relevant Definitive Note(s) in accordance with the terms of the Permanent Global Note and to attach the applicable Final Terms;
(b) to authenticate such Definitive Note(s); and
(c) to deliver such Definitive Note(s) to or to the order of Euroclear and Clearstream.
ISSUE OF DEFINITIVE NOTES. (a) Definitive Notes shall be issued only if permitted by applicable law and (i) in the case of a 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 a Global Note requires the issue of Definitive Notes in exchange for the Global Note, the Registrar or, as the case may be, the Euro Registrar shall cause to be withdrawn from safekeeping the necessary and applicable Definitive Note(s) and, in accordance with the terms of the Global Note, 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 instruct the Registrar or, as the case may be, the Euro Registrar in writing;
(iii) authenticate such Definitive Notes; and
(iv) deliver such Definitive Notes 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 Registrar 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 R...
