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procure the delivery of, a Permanent Global Note in an aggregate nominal amount equal to that of thewhole or that part of a Temporary Global Note that is being exchanged or, in the case of a subsequentexchange, endorse, or procure the endorsement of, a Permanent Global Note to reflect such exchangeor (ii) in the case of a Global Note exchangeable for Definitive Notes, deliver, or procure the deliveryof, an equal aggregate nominal amount of duly executed and authenticated Definitive Notes. In thisOffering Circular, “Definitive Notes” means, in relation to any Global Note, the definitive Notes forwhich such Global Note may be exchanged (if appropriate, having attached to them all Coupons andReceipts in respect of interest or Instalment Amounts that have not already been paid on the GlobalNote and a Talon). Definitive Notes will be security printed in accordance with any applicable legaland stock exchange requirements in or substantially in the form set out in the Schedules to the AgencyAgreement. On exchange in full of each Permanent Global Note, the Issuer will, if the Holder sorequests, procure that it is cancelled and returned to the Holder together with the relevant DefinitiveNotes.6. Exchange Date. “Exchange Date” means, in relation to a Temporary Global Note, the day falling onor after the expiry of 40 days after the later of the commencement of its offering and its issue date and,in relation to a Permanent Global Note, a day falling not less than 60 days, or in the case of failure topay principal in respect of any Notes when due 30 days, after that on which the notice requiringexchange is given and on which banks are open for business in the city in which the specified office ofthe Fiscal Agent is located and in the city in which the relevant clearing system is located.7. Legend. Each Temporary Global Note, Permanent Global Note and any Definitive Note, Receipt,Coupon or Talon issued in compliance with the D Rules under TEFRA will bear the following legend:“Any United States person (as defined in the Internal Revenue Code) who holds this obligation will besubject to limitations under the United States income tax laws, including the limitations provided inSections 165(j) and 1287(a) of the Internal Revenue Code.”The sections of the U.S. Internal Revenue Code referred to in the legend provide that a United Statestaxpayer, with certain exceptions, will not be permitted to deduct any loss, and will not be eligible forcapital gains treatment with respect to any gain realised on any sale, exchange or redemption of Notesor any related Coupons.Each Global Certificate and each Certificate issued in exchange for a beneficial interest in a GlobalCertificate will bear a legend applicable to purchasers who purchase the Registered Notes pursuant toRule 144A as described under “Transfer Restrictions”.Amendment to Terms and ConditionsThe Temporary Global Notes, Permanent Global Notes and Global Certificates contain provisions that applyto the Notes that they represent, some of which modify the effect of the Terms and Conditions of the Notes setout in this Offering Circular. The following is a brief description of certain of those provisions as set forth inthe Global Notes and, where indicated, the Global Certificates:−Payments. No payment falling due after the Exchange Date will be made on any Global Note unlessexchange for an interest in a Permanent Global Note or for Definitive Notes or Definitive Certificatesis improperly withheld or refused. Payments on any Temporary Global Note issued in compliancewith the D Rules before the Exchange Date will only be made against presentation of certification asto non-U.S. beneficial ownership in the form set out in the Agency Agreement. All payments inrespect of Notes represented by a Global Note will be made against presentation for endorsement and,if no further payment falls to be made in respect of the Notes, surrender of that Global Note to or tothe order of the Fiscal Agent or such other Paying Agent as shall have been notified to theNoteholders for such purpose. A record of each payment so made will be endorsed on each Global231