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(i)(ii)if the relevant Final Terms indicate that such Global Note is issued in compliance with the CRules or in a transaction to which TEFRA is not applicable, in whole, but not in part, for theDefinitive Notes defined and described below; andotherwise, in whole or in part upon certification as to non-U.S. beneficial ownership in theform set out in the Agency Agreement for interests in a Permanent Global Note or, if soprovided in the relevant Final Terms, for Definitive Notes.2. Permanent Global Notes. Each Permanent Global Note will be exchangeable, free of charge to theholder, on or after its Exchange Date in whole but not, except as provided under “Partial Exchange ofPermanent Global Notes”, in part for Definitive Notes:(a)(b)unless principal in respect of any Notes is not paid when due, by the Issuer giving notice tothe Noteholders and the Fiscal Agent of its intention to effect such exchange; orif the relevant Final Terms provide that such Global Note is exchangeable at the request of theholder, by the holder giving notice to the Fiscal Agent of its election for such exchange; orotherwise, (1) if the Permanent Global Note is held on behalf of Euroclear or Clearstream or any otherclearing system (an “Alternative Clearing System”) and any such clearing system is closed forbusiness for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise)or announces an intention permanently to cease business or in fact does so or (2) if principal in respectof any Notes is not paid when due, by the holder giving notice to the Fiscal Agent of its election forsuch exchange.3. Global Certificates. Interests in a Global Certificate will be exchangeable (free of charge), in wholebut not in part, for Definitive Certificates without receipts, interest coupons or talons attached onlyupon the occurrence of a Registered Note Exchange Event. For these purposes, “Registered NoteExchange Event” means that (i) an Event of Default has occurred and is continuing, (ii) in the case ofNotes registered in the name of a nominee for DTC, either DTC has notified the Issuer that it isunwilling or unable to continue to act as depository for the Notes and no alternative clearing system isavailable or DTC has ceased to constitute a clearing agency registered under the Exchange Act or (iii)in the case of Notes registered in the name of a nominee for a common depositary for Euroclear andClearstream, the Issuer has been notified that both Euroclear and Clearstream have been closed forbusiness for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) orhave announced an intention permanently to cease business or have in fact done so and, in any suchcase, no successor clearing system is available. The Issuer will promptly give notice to Noteholders inaccordance with Condition 19 if a Registered Note Exchange Event occurs. In the event of theoccurrence of a Registered Note Exchange Event, DTC, Euroclear and/or Clearstream (acting on theinstructions of any holder of an interest in such Registered Global Note) may give notice to theRegistrar requesting exchange. Any such exchange shall occur not later than 10 days after the date ofreceipt of the first relevant notice by the Registrar.4. Partial Exchange of Permanent Global Notes. For so long as a Permanent Global Note is held onbehalf of a clearing system and the rules of that clearing system permit, such Permanent Global Notewill be exchangeable in part on one or more occasions for Definitive Notes (i) if principal in respectof any Notes is not paid when due or (ii) if so provided in, and in accordance with, the Terms andConditions (which will be set out in the relevant Final Terms) relating to Partly Paid Notes.5. Delivery of Notes. On or after any due date for exchange, the holder of a Global Note may surrendersuch Global Note or, in the case of a partial exchange, present it for endorsement to or to the order ofthe Fiscal Agent. In exchange for any Global Note, or the part thereof to be exchanged, the Issuer will(i) in the case of a Temporary Global Note exchangeable for a Permanent Global Note, deliver, or230