Common use of Reverse of Security Clause in Contracts

Reverse of Security. This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”) issued and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of October 4, 1999, as amended by Supplement No. 1 to the Fiscal Agency Agreement dated as of January 26, 2004, Supplement No. 2 to the Fiscal Agency Agreement dated as of January 11, 2006 and Supplement No. 3 to the Fiscal Agency Agreement dated as of February 1, 2018 (herein called the “Fiscal Agency Agreement”), between the Issuer and The Bank of New York Mellon (as successor fiscal agent to JPMorgan Chase Bank, N.A.), as fiscal agent (herein called the “Fiscal Agent”, which term includes any successor fiscal agent under the Fiscal Agency Agreement), copies of which Fiscal Agency Agreement are on file and available for inspection at the corporate trust office of the Fiscal Agent in the Borough of Manhattan, The City of New York and at the office of the London Paying Agent in London, England and, so long as the Securities of this series are listed on the EuroMTF, the alternative market of the Luxembourg Stock Exchange, and such Exchange shall so require, at the office of The Bank of New York Mellon, London Branch as Paying Agent hereinafter named in Luxembourg. This Security is one of the Securities of the series designated on the face hereof. The holder of this Security will be entitled to the benefits of the provisions of the Fiscal Agency Agreement. The Fiscal Agency Agreement may be amended from time to time in accordance with the terms thereof. Interest on this Security will be computed on the basis of the actual number of days in the period for which interest is being calculated. This payment convention is referred to as Actual/Actual (ICMA) as defined in the rulebook of the International Capital Market Association. The Securities of this series are subject to Section 19 of the Fiscal Agency Agreement. The provisions of Section 12 of the Fiscal Agency Agreement shall not apply to the Securities of this Series. The Securities are the direct, unconditional, unsecured and general obligations of the Issuer and will rank without any preference among themselves and equally with all other present and future unsecured and unsubordinated External Indebtedness (as defined below) of the Issuer. It is understood that this provision shall not be construed so as to require the Issuer to make payments under the Securities ratably with payments being made under any other External Indebtedness. The Securities of this series are issuable only in fully registered form. The Securities are issuable in the authorized denominations of €100,000 and integral multiples of €1,000 above that amount. The Issuer shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be surrendered for registration of transfer or exchange. The Issuer has initially appointed the corporate trust office of the Fiscal Agent as its agent in the Borough of Manhattan, The City of New York, for such purpose and has agreed to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Securities and of transfers of Securities. In addition, The Bank of New York Xxxxxx XX/NV, Luxembourg Branch in Luxembourg (the “Transfer Agent” and the “Registrar”) has been appointed as a transfer agent and registrar where securities may be surrendered for registration of transfer or exchange. The Issuer reserves the right to vary or terminate the appointment of the Fiscal Agent as security registrar or transfer agent or the appointment of the Transfer Agent or the Registrar, or to appoint additional or other registrars or transfer agents or to approve any change in the office through which any security registrar or any transfer agent acts, provided that there will at all times be a security registrar in the Borough of Manhattan, The City of New York and a transfer agent in Luxembourg. The transfer of a Security is registrable on the aforementioned register upon surrender of such Security at the corporate trust office of the Fiscal Agent or the London Paying Agent or at the office of the Transfer Agent or the Registrar duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent or the London Paying Agent or the Transfer Agent or the Registrar, as applicable, duly executed by, the registered Holder thereof or his attorney duly authorized in writing. Upon such surrender of this Security for registration of transfer, the Issuer shall execute, and the Fiscal Agent, or the Registrar on its behalf, shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, dated the date of authentication thereof, of any authorized denominations and of a like aggregate principal amount. Transfers of book-entry interests in this Security will be effected through the records of Euroclear and/or Clearstream and their respective participants in accordance with the rules and procedures of Euroclear and/or Clearstream and their respective direct and indirect participants. At the option of the registered Holder upon request confirmed in writing, Securities may be exchanged for Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the corporate trust office of the Fiscal Agent, the London Paying Agent, the Transfer Agent or the Registrar. Any registration of exchange will be effected upon the Fiscal Agent or the Registrar being satisfied with the documents of title and identity of the person making the request and subject to such reasonable regulations as the Issuer may from time to time agree with the Fiscal Agent or the Registrar. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Fiscal Agent, or the Registrar on its behalf, shall authenticate and deliver, the Securities which the registered Holder making the exchange is entitled to receive. The new Security issued upon such exchange shall be so dated that neither gain nor loss of interest shall result from such exchange. Notwithstanding the foregoing, the exchange of this Security is subject to certain limitations set forth in the Fiscal Agency Agreement. In the event of a redemption of the Securities of this series in part, the Issuer, the Fiscal Agent or any other agent on its behalf or the Registrar shall not be required (i) to register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any Security, or portion thereof, called for redemption. In case any Security of a series shall at any time become mutilated or destroyed or stolen or lost, and such Security, or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Fiscal Agent or London Paying Agent, a new Security of like tenor and date will be issued by the Issuer in exchange for the Security so mutilated, or in lieu of the Security so destroyed or stolen or lost, but, in the case of any destroyed or stolen or lost Security, only upon receipt of evidence satisfactory to the Issuer, the Fiscal Agent or the London Paying Agent that such Security was destroyed or stolen or lost, and, upon receipt also of indemnity (including, without limitation, an indemnity bond) satisfactory to the Issuer, the Fiscal Agent and the London Paying Agent. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Security including, without limitation, the fees and reasonable expenses of the Fiscal Agent and the London Paying Agent and its counsel, shall be borne by the owner of the Security mutilated, destroyed, stolen or lost. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Issuer evidencing the same indebtedness and entitled to the same benefits this Security has at the time of such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than an exchange in connection with a partial redemption of a Security not involving any registration of a transfer. Prior to due presentment of this Security for registration of transfer, the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent, the London Paying Agent, the Transfer Agent or the Registrar, as applicable, may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary. In any case where the due date for the payment of the principal of (and premium, if any, on) or interest on any Security shall be, at any place from which any check in respect thereof is to be mailed or where such Security is to be surrendered for payment or, in the case of payments by transfer, where such transfer is to be made, a day on which banking institutions in London are authorized or obligated by law to close or the Trans-European Automated Real-Time Gross Settlement Express Transfer (“TARGET 2”) System (or any successor thereto) is not operating, then such payment need not be made on such date at such place but may be made on the next succeeding day at such place which is not a day on which banking institutions in London are authorized or obligated by law to close or which is a day the TARGET 2 System (or any successor thereto) is operating, as the case may be, with the same force and effect as if made on the date for such payment, and no interest shall be payable in respect of any such delay. The Issuer shall provide to the London Paying Agent appointed in respect of these Securities, on or prior to 10:00 A.M., London time, one business day prior to the payment date in same day funds, monies in such amounts which (together with any amounts then held by the London Paying Agent and available for the purpose) are sufficient to make such payment. Distributions of amounts with respect to book-entry interests in this Security held through Euroclear or Clearstream will be credited, to the extent received by the London Paying Agent, to the cash accounts of Euroclear or Clearstream participants in accordance with the relevant system’s rules and procedures. Any monies provided by the Issuer to the London Paying Agent for the payment on or in respect of the Securities of this series and remaining unclaimed at the end of two years after such payment shall have become due shall then be returned to the Issuer, and upon the return of such monies all liabilities of the London Paying Agent with respect thereto shall cease, without, however, limiting in any way any obligation the Issuer may have to pay the principal of (or premium, if any, on) or interest on this Security as the same shall become due. Notwithstanding the foregoing, the Securities of this series will become void unless presented by the holders to the Fiscal Agent or the London Paying Agent for payment within a period of ten years in the case of principal, and five years in the case of interest, from the respective due dates for payment in respect of such Securities. So long as any of the Securities of this series remain outstanding, the Issuer will not create or permit to subsist (a) any mortgage, deed of trust, charge, pledge, lien or other encumbrance or preferential arrangement which has the practical effect of constituting a security interest whether in effect on the issue date or thereafter (a “Lien”) upon the whole or any part of its assets or revenues to secure any External Public Indebtedness (as defined below), unless the Issuer shall procure that all amounts payable under the Securities of this series are secured equally and ratably or (b) any preference or priority in respect of any other External Public Indebtedness of the Issuer pursuant to Article 2244(14) of the Civil Code of the Philippines, or any successor Philippine law providing for preferences or priority in respect of notarized External Public Indebtedness, unless amounts payable under the Securities of this series are granted preference or priority equally and ratably therewith. Notwithstanding the above, the Issuer may create or permit the creation of any Lien (i) upon any property or asset (or any interest therein) at the time of purchase, improvement, construction, development or redevelopment thereof solely as security for the payment of the purchase, improvement, construction, development or redevelopment costs of such property or assets, (ii) arising in the ordinary course of banking transactions to secure External Public Indebtedness maturing not more than one year after the date on which such External Public Indebtedness was incurred, (iii) existing on any property or asset at the time of its acquisition or arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition, and extensions and renewals of any such Lien which is limited to the original property or asset covered thereby and which secures any extension or renewal of the original secured financing, (iv) arising out of the extension, renewal or replacement of any External Public Indebtedness that is permitted to be subject to a Lien pursuant to clause (i) provided, however, that the principal amount of the External Public Indebtedness so secured is not increased, (v) which (A) arises pursuant to an attachment, distrain or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings or (B) secures the reimbursement obligation under any bond given in connection with the release of property from any Lien referred to in (A) above, provided that in each of (A) and (B) such Lien is released or discharged within one year of its imposition or (vi) arising by operation of law, provided that any such Lien is not created or permitted to be created by the Issuer for the purpose of securing any External Public Indebtedness.

Reverse of Security. This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”) issued and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of October 4, 1999, as amended by Supplement No. 1 to the Fiscal Agency Agreement dated as of January 26, 2004, Supplement No. 2 to the Fiscal Agency Agreement dated as of January 11, 2006 and Supplement No. 3 to the Fiscal Agency Agreement dated as of February 1, 2018 (herein called the “Fiscal Agency Agreement”), between the Issuer and The Bank of New York Mellon (as successor fiscal agent to JPMorgan Chase Bank, N.A.), as fiscal agent (herein called the “Fiscal Agent”, which term includes any successor fiscal agent under the Fiscal Agency Agreement), copies of which Fiscal Agency Agreement are on file and available for inspection at the corporate trust office of the Fiscal Agent in the Borough of Manhattan, The City of New York and at the office of the London Paying Agent in London, England and, so long as the Securities of this series are listed on the EuroMTF, the alternative market of the Luxembourg Stock Exchange, and such Exchange shall so require, at the office of The Bank of New York Mellon, London Branch Mellon as Paying Agent hereinafter named in LuxembourgAgent. This Security is one of the Securities of the series designated on the face hereof. The holder of this Security will be entitled to the benefits of the provisions of the Fiscal Agency Agreement. The Fiscal Agency Agreement may be amended from time to time in accordance with the terms thereof. Interest on this Security will be computed on the basis of the actual number a 360-day year, consisting of days in the period for which interest is being calculated. This payment convention is referred to as Actual/Actual (ICMA) as defined in the rulebook of the International Capital Market Associationtwelve 30-day months. The Securities of this series are subject to Section 19 of the Fiscal Agency Agreement. The provisions of Section 12 of the Fiscal Agency Agreement shall not apply to the Securities of this Series. The Securities are the direct, unconditional, unsecured and general obligations of the Issuer and will rank without any preference among themselves and equally with all other present and future unsecured and unsubordinated External Indebtedness (as defined below) of the Issuer. It is understood that this provision shall not be construed so as to require the Issuer to make payments under the Securities ratably with payments being made under any other External Indebtedness. The Securities of this series are issuable only in fully registered form. The Securities are issuable in the authorized denominations of €100,000 US$200,000 and integral multiples of €US$1,000 above that amount. The Issuer shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be surrendered for registration of transfer or exchange. The Issuer has initially appointed the corporate trust office of the Fiscal Agent as its agent in the Borough of Manhattan, The City of New York, for such purpose and has agreed to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Securities and of transfers of Securities. In addition, The Bank of New York Xxxxxx XX/NV, Luxembourg Branch in Luxembourg (the “Transfer Agent” and the “Registrar”) has been appointed as a transfer agent and registrar where securities may be surrendered for registration of transfer or exchange. The Issuer reserves the right to vary or terminate the appointment of the Fiscal Agent as security registrar or transfer agent or the appointment of the Transfer Agent or the Registrar, or to appoint additional or other registrars or transfer agents or to approve any change in the office through which any security registrar or any transfer agent acts, provided that there will at all times be a security registrar in the Borough of Manhattan, The City of New York and a transfer agent in LuxembourgYork. The transfer of a Security is registrable on the aforementioned register upon surrender of such Security at the corporate trust office of the Fiscal Agent or the London Paying Agent or at the office of the Transfer Agent or the Registrar duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent or the London Paying Agent or the Transfer Agent or the Registrar, as applicable, duly executed by, the registered Holder thereof or his attorney duly authorized in writing. Upon such surrender of this Security for registration of transfer, the Issuer shall execute, and the Fiscal Agent, or the Registrar on its behalf, Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, dated the date of authentication thereof, of any authorized denominations and of a like aggregate principal amount. Transfers of book-entry interests in this Security will be effected through the records of Euroclear and/or Clearstream and their respective participants in accordance with the rules and procedures of Euroclear and/or Clearstream and their respective direct and indirect participants. At the option of the registered Holder upon request confirmed in writing, Securities may be exchanged for Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the corporate trust office of the Fiscal Agent, the London Paying Agent, the Transfer Agent or the Registrar. Any registration of exchange will be effected upon the Fiscal Agent or the Registrar being satisfied with the documents of title and identity of the person making the request and subject to such reasonable regulations as the Issuer may from time to time agree with the Fiscal Agent or the RegistrarAgent. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Fiscal Agent, or the Registrar on its behalf, Agent shall authenticate and deliver, the Securities which the registered Holder making the exchange is entitled to receive. The new Security issued upon such exchange shall be so dated that neither gain nor loss of interest shall result from such exchange. Notwithstanding the foregoing, the exchange of this Security is subject to certain limitations set forth in the Fiscal Agency Agreement. In the event of a redemption of the Securities of this series in part, the Issuer, the Fiscal Agent or any other agent on its behalf or the Registrar Issuer shall not be required (i) to register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any Security, or portion thereof, called for redemption. In case any Security of a series shall at any time become mutilated or destroyed or stolen or lost, and such Security, or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Fiscal Agent or London Paying Agent, a new Security of like tenor and date will be issued by the Issuer in exchange for the Security so mutilated, or in lieu of the Security so destroyed or stolen or lost, but, in the case of any destroyed or stolen or lost Security, only upon receipt of evidence satisfactory to the Issuer, Issuer and the Fiscal Agent or the London Paying Agent that such Security was destroyed or stolen or lost, and, upon receipt also of indemnity (including, without limitation, an indemnity bond) satisfactory to the Issuer, Issuer and the Fiscal Agent and the London Paying Agent. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Security including, without limitation, the fees and reasonable expenses of the Fiscal Agent and the London Paying Agent and its counsel, shall be borne by the owner of the Security mutilated, destroyed, stolen or lost. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Issuer evidencing the same indebtedness and entitled to the same benefits this Security has at the time of such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than an exchange in connection with a partial redemption of a Security not involving any registration of a transfer. Prior to due presentment of this Security for registration of transfer, the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent, the London Paying Agent, the Transfer Agent or the Registrar, as applicable, may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary. In any case where the due date for the payment of the principal of (and premium, if any, on) or interest on any Security shall be, at any place from which any check in respect thereof is to be mailed or where such Security is to be surrendered for payment or, in the case of payments by transfer, where such transfer is to be made, a day on which banking institutions in London The City of New York are authorized or obligated by law to close or the Trans-European Automated Real-Time Gross Settlement Express Transfer (“TARGET 2”) System (or any successor thereto) is not operatingclose, then such payment need not be made on such date at such place but may be made on the next succeeding day at such place which is not a day on which banking institutions in London are authorized or obligated by law to close or which is a day the TARGET 2 System (or any successor thereto) is operating, as the case may beclose, with the same force and effect as if made on the date for such payment, and no interest shall be payable in respect of any such delay. The Issuer shall provide to the London Paying Fiscal Agent appointed at its principal corporate trust office in respect the Borough of these SecuritiesManhattan, The City of New York, on or prior to 10:00 A.M., London New York time, one business day prior to the payment date in same day funds, monies in such amounts which (together with any amounts then held by the London Paying Fiscal Agent and available for the purpose) are sufficient to make such payment. Distributions of amounts with respect to book-entry interests in this Security held through Euroclear or Clearstream will be credited, to the extent received by the London Paying Agent, to the cash accounts of Euroclear or Clearstream participants in accordance with the relevant system’s rules and procedures. Any monies provided by the Issuer to the London Paying Fiscal Agent for the payment on or in respect of the Securities of this series and remaining unclaimed at the end of two years after such payment shall have become due shall then be returned to the Issuer, and upon the return of such monies all liabilities of the London Paying Fiscal Agent with respect thereto shall cease, without, however, limiting in any way any obligation the Issuer may have to pay the principal of (or premium, if any, on) or interest on this Security as the same shall become due. Notwithstanding the foregoing, the Securities of this series will become void unless presented by the holders to the Fiscal Agent or the London Paying Agent for payment within a period of ten years in the case of principal, and five years in the case of interest, from the respective due dates for payment in respect of such Securities. So long as any of the Securities of this series remain outstanding, the Issuer will not create or permit to subsist (a) any mortgage, deed of trust, charge, pledge, lien or other encumbrance or preferential arrangement which has the practical effect of constituting a security interest whether in effect on the issue date or thereafter (a “Lien”) upon the whole or any part of its assets or revenues to secure any External Public Indebtedness (as defined below), unless the Issuer shall procure that all amounts payable under the Securities of this series are secured equally and ratably or (b) any preference or priority in respect of any other External Public Indebtedness of the Issuer pursuant to Article 2244(14) of the Civil Code of the Philippines, or any successor Philippine law providing for preferences or priority in respect of notarized External Public Indebtedness, unless amounts payable under the Securities of this series are granted preference or priority equally and ratably therewith. Notwithstanding the above, the Issuer may create or permit the creation of any Lien (i) upon any property or asset (or any interest therein) at the time of purchase, improvement, construction, development or redevelopment thereof solely as security for the payment of the purchase, improvement, construction, development or redevelopment costs of such property or assets, (ii) arising in the ordinary course of banking transactions to secure External Public Indebtedness maturing not more than one year after the date on which such External Public Indebtedness was incurred, (iii) existing on any property or asset at the time of its acquisition or arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition, and extensions and renewals of any such Lien which is limited to the original property or asset covered thereby and which secures any extension or renewal of the original secured financing, (iv) arising out of the extension, renewal or replacement of any External Public Indebtedness that is permitted to be subject to a Lien pursuant to clause (i) provided, however, that the principal amount of the External Public Indebtedness so secured is not increased, (v) which (A) arises pursuant to an attachment, distrain distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings or (B) secures the reimbursement obligation under any bond given in connection with the release of property from any Lien referred to in (A) above, provided that in each of (A) and (B) such Lien is released or discharged within one year of its imposition or (vi) arising by operation of law, provided that any such Lien is not created or permitted to be created by the Issuer for the purpose of securing any External Public Indebtedness.

Reverse of Security. This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”) issued and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of October 4, 1999, as amended by Supplement No. 1 to the Fiscal Agency Agreement dated as of January 26, 2004, Supplement No. 2 to the Fiscal Agency Agreement dated as of January 11, 2006 and Supplement No. 3 to the Fiscal Agency Agreement dated as of February 1, 2018 (herein called the “Fiscal Agency Agreement”), between the Issuer and The Bank of New York Mellon (as successor fiscal agent to JPMorgan Chase Bank, N.A.), as fiscal agent (herein called the “Fiscal Agent”, which term includes any successor fiscal agent under the Fiscal Agency Agreement), copies of which Fiscal Agency Agreement are on file and available for inspection at the corporate trust office of the Fiscal Agent in the Borough of Manhattan, The City of New York and at the office of the London Paying Agent in London, England and, so long as the Securities of this series are listed on the EuroMTF, the alternative market of the Luxembourg Stock Exchange, and such Exchange shall so require, at the office of The Bank of New York Mellon, London Branch Mellon as Paying Agent hereinafter named in LuxembourgAgent. This Security is one of the Securities of the series designated on the face hereof. The holder of this Security will be entitled to the benefits of the provisions of the Fiscal Agency Agreement. The Fiscal Agency Agreement may be amended from time to time in accordance with the terms thereof. Interest on this Security will be computed on the basis of the actual number a 360-day year, consisting of days in the period for which interest is being calculated. This payment convention is referred to as Actual/Actual (ICMA) as defined in the rulebook of the International Capital Market Associationtwelve 30-day months. The Securities of this series are subject to Section 19 of the Fiscal Agency Agreement. The provisions of Section 12 of the Fiscal Agency Agreement shall not apply to the Securities of this Series. The Securities are the direct, unconditional, unsecured and general obligations of the Issuer and will rank without any preference among themselves and equally with all other present and future unsecured and unsubordinated External Indebtedness (as defined below) of the Issuer. It is understood that this provision shall not be construed so as to require the Issuer to make payments under the Securities ratably with payments being made under any other External Indebtedness. The Securities of this series are issuable only in fully registered form. The Securities are issuable in the authorized denominations of €100,000 US$200,000 and integral multiples of €US$1,000 above that amount. The Issuer shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be surrendered for registration of transfer or exchange. The Issuer has initially appointed the corporate trust office of the Fiscal Agent as its agent in the Borough of Manhattan, The City of New York, for such purpose and has agreed to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Securities and of transfers of Securities. In addition, The Bank of New York Xxxxxx XX/NV, Luxembourg Branch in Luxembourg (the “Transfer Agent” and the “Registrar”) has been appointed as a transfer agent and registrar where securities may be surrendered for registration of transfer or exchange. The Issuer reserves the right to vary or terminate the appointment of the Fiscal Agent as security registrar or transfer agent or the appointment of the Transfer Agent or the Registrar, or to appoint additional or other registrars or transfer agents or to approve any change in the office through which any security registrar or any transfer agent acts, provided that there will at all times be a security registrar in the Borough of Manhattan, The City of New York and a transfer agent in LuxembourgYork. The transfer of a Security is registrable on the aforementioned register upon surrender of such Security at the corporate trust office of the Fiscal Agent or the London Paying Agent or at the office of the Transfer Agent or the Registrar duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent or the London Paying Agent or the Transfer Agent or the Registrar, as applicable, duly executed by, the registered Holder thereof or his attorney duly authorized in writing. Upon such surrender of this Security for registration of transfer, the Issuer shall execute, and the Fiscal Agent, or the Registrar on its behalf, Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, dated the date of authentication thereof, of any authorized denominations and of a like aggregate principal amount. Transfers of book-entry interests in this Security will be effected through the records of Euroclear and/or Clearstream and their respective participants in accordance with the rules and procedures of Euroclear and/or Clearstream and their respective direct and indirect participants. At the option of the registered Holder upon request confirmed in writing, Securities may be exchanged for Securities of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at the corporate trust office of the Fiscal Agent, the London Paying Agent, the Transfer Agent or the Registrar. Any registration of exchange will be effected upon the Fiscal Agent or the Registrar being satisfied with the documents of title and identity of the person making the request and subject to such reasonable regulations as the Issuer may from time to time agree with the Fiscal Agent or the RegistrarAgent. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Fiscal Agent, or the Registrar on its behalf, Agent shall authenticate and deliver, the Securities which the registered Holder making the exchange is entitled to receive. The new Security issued upon such exchange shall be so dated that neither gain nor loss of interest shall result from such exchange. Notwithstanding the foregoing, the exchange of this Security is subject to certain limitations set forth in the Fiscal Agency Agreement. In the event of a redemption of the Securities of this series in part, the Issuer, the Fiscal Agent or any other agent on its behalf or the Registrar Issuer shall not be required (i) to register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (ii) to register the transfer of or exchange any Security, or portion thereof, called for redemption. In case any Security of a series shall at any time become mutilated or destroyed or stolen or lost, and such Security, or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Fiscal Agent or London Paying Agent, a new Security of like tenor and date will be issued by the Issuer in exchange for the Security so mutilated, or in lieu of the Security so destroyed or stolen or lost, but, in the case of any destroyed or stolen or lost Security, only upon receipt of evidence satisfactory to the Issuer, Issuer and the Fiscal Agent or the London Paying Agent that such Security was destroyed or stolen or lost, and, upon receipt also of indemnity (including, without limitation, an indemnity bond) satisfactory to the Issuer, Issuer and the Fiscal Agent and the London Paying Agent. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Security including, without limitation, the fees and reasonable expenses of the Fiscal Agent and the London Paying Agent and its counsel, shall be borne by the owner of the Security mutilated, destroyed, stolen or lost. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Issuer evidencing the same indebtedness and entitled to the same benefits this Security has at the time of such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than an exchange in connection with a partial redemption of a Security not involving any registration of a transfer. Prior to due presentment of this Security for registration of transfer, the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent, the London Paying Agent, the Transfer Agent or the Registrar, as applicable, may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary. In any case where the due date for the payment of the principal of (and premium, if any, on) or interest on any Security shall be, at any place from which any check in respect thereof is to be mailed or where such Security is to be surrendered for payment or, in the case of payments by transfer, where such transfer is to be made, a day on which banking institutions in London The City of New York are authorized or obligated by law to close or the Trans-European Automated Real-Time Gross Settlement Express Transfer (“TARGET 2”) System (or any successor thereto) is not operatingclose, then such payment need not be made on such date at such place but may be made on the next succeeding day at such place which is not a day on which banking institutions in London are authorized or obligated by law to close or which is a day the TARGET 2 System (or any successor thereto) is operating, as the case may beclose, with the same force and effect as if made on the date for such payment, and no interest shall be payable in respect of any such delay. The Issuer shall provide to the London Paying Fiscal Agent appointed at its principal corporate trust office in respect the Borough of these SecuritiesManhattan, The City of New York, on or prior to 10:00 A.M., London New York time, one business day prior to the payment date in same day funds, monies in such amounts which (together with any amounts then held by the London Paying Fiscal Agent and available for the purpose) are sufficient to make such payment. Distributions of amounts with respect to book-entry interests in this Security held through Euroclear or Clearstream will be credited, to the extent received by the London Paying Agent, to the cash accounts of Euroclear or Clearstream participants in accordance with the relevant system’s rules and procedures. Any monies provided by the Issuer to the London Paying Fiscal Agent for the payment on or in respect of the Securities of this series and remaining unclaimed at the end of two years after such payment shall have become due shall then be returned to the Issuer, and upon the return of such monies all liabilities of the London Paying Fiscal Agent with respect thereto shall cease, without, however, limiting in any way any obligation the Issuer may have to pay the principal of (or premium, if any, on) or interest on this Security as the same shall become due. Notwithstanding the foregoing, the Securities of this series will become void unless presented by the holders to the Fiscal Agent or the London Paying Agent for payment within a period of ten years in the case of principal, and five years in the case of interest, from the respective due dates for payment in respect of such Securities. So long as any of the Securities of this series remain outstanding, the Issuer will not create or permit to subsist (a) any mortgage, deed of trust, charge, pledge, lien or other encumbrance or preferential arrangement which has the practical effect of constituting a security interest whether in effect on the issue date or thereafter (a “Lien”) upon the whole or any part of its assets or revenues to secure any External Public Indebtedness (as defined below), unless the Issuer shall procure that all amounts payable under the Securities of this series are secured equally and ratably or (b) any preference or priority in respect of any other External Public Indebtedness of the Issuer pursuant to Article 2244(14) of the Civil Code of the Philippines, or any successor Philippine law providing for preferences or priority in respect of notarized External Public Indebtedness, unless amounts payable under the Securities of this series are granted preference or priority equally and ratably therewith. Notwithstanding the above, the Issuer may create or permit the creation of any Lien (i) upon any property or asset (or any interest therein) at the time of purchase, improvement, construction, development or redevelopment thereof solely as security for the payment of the purchase, improvement, construction, development or redevelopment costs of such property or assets, (ii) arising in the ordinary course of banking transactions to secure External Public Indebtedness maturing not more than one year after the date on which such External Public Indebtedness was incurred, (iii) existing on any property or asset at the time of its acquisition or arising after such acquisition pursuant to contractual commitments entered into prior to and not in contemplation of such acquisition, and extensions and renewals of any such Lien which is limited to the original property or asset covered thereby and which secures any extension or renewal of the original secured financing, (iv) arising out of the extension, renewal or replacement of any External Public Indebtedness that is permitted to be subject to a Lien pursuant to clause (i) provided, however, that the principal amount of the External Public Indebtedness so secured is not increased, (v) which (A) arises pursuant to an attachment, distrain or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings or (B) secures the reimbursement obligation under any bond given in connection with the release of property from any Lien referred to in (A) above, provided that in each of (A) and (B) such Lien is released or discharged within one year of its imposition or (vi) arising by operation of law, provided that any such Lien is not created or permitted to be created by the Issuer for the purpose of securing any External Public Indebtedness.,