Common use of VPS NOTES Clause in Contracts

VPS NOTES. 5.1 Notes issued under the Programme may be VPS Notes registered in uncertificated and dematerialised book entry form with a Norwegian Central Securities Depository which will be Verdipapirsentralen ASA ("VPS"). 5.2 The VPS Notes are constituted by the Deed of Covenant. 5.3 The VPS Notes shall be lodged with the VPS Paying Agent which shall be linked to VPS as an account holding institution in accordance with the provisions of the Norwegian Securities Register Act (in Norwegian: lov om registrering av finansielle instrumenter 2002 5. juli nr. 64). Settlement of sale and purchase transactions in respect of VPS Notes in the VPS will take place three Oslo business days after the date of the relevant transaction. Notes in the VPS may be transferred between accountholders at the VPS in accordance with the procedures and regulations, for the time being, of the VPS. A transfer of Notes which are held in the VPS through Euroclear or Clearstream, Luxembourg is only possible by using an account operator linked to the VPS. 5.4 The VPS Paying Agent shall, at the request of the holder of any VPS Note, issue voting certificates and block voting instructions in a form and manner which comply with the provisions of Schedule 7 (Provisions for Meetings of Holders of Notes) (except that it shall not be required to issue the same less than forty eight hours before the time fixed for any meeting therein provided for). The VPS Paying Agent shall keep a full record of voting certificates and block voting instructions issued by it and will give to the Issuer not less than twenty four hours before the time appointed for any meeting or adjourned meeting, full particulars of all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting. 5.5 All VPS Notes will be in uncertificated and dematerialised book entry form and consequently all references in this Agreement to: (a) the Notes being in any other form are not applicable to VPS Notes; (b) Coupons, Talons and Receipts are not applicable to VPS Notes; (c) Notes being executed and/or authenticated and/or effectuated by or on behalf of any person are not applicable to VPS Notes; (d) Notes having any provisions endorsed upon or attached to them are not applicable to VPS Notes; (e) the Notes being in any particular form shall, in the context of VPS Notes, be read and construed as references to the Notes being in uncertificated and dematerialised book entry form; and (f) the "Holder" of any VPS Notes shall be read and construed in accordance with the Conditions of such Notes. 5.6 This Agreement shall apply to VPS Notes with the modifications described in this Clause 5 (VPS Notes) and the following exceptions: (a) with the exception of Clauses 3.1 and 3.2, which shall apply to issues of VPS Notes, 3 (The Notes) hereof shall not apply to issues of VPS Notes; (b) with the exception of Clause 7.1(a), 7.1(b) and 7.9, which shall apply to issues of VPS Notes, Clause 7 (Issuance of Notes) hereof shall not apply to issues of VPS Notes; (c) Clauses 4 (VP Notes), 6 (Swedish Notes), 8 (Replacement Notes), 9 (Payments to the Fiscal Agent or the Registrar), 10 (Payments to Holders of Bearer Notes), 11 (Payments to Holders of Registered Notes), 12 (Duties of the Transfer Agent) and 14 (Miscellaneous Duties of the Registrar) hereof shall not apply to issues of VPS Notes; and (d) Clause 13 (Miscellaneous Duties of the Fiscal Agent and the Paying Agents) hereof shall not apply to issues of VPS Notes.

VPS NOTES. ‌ 5.1 Notes issued under the Programme may be VPS Notes registered in uncertificated and dematerialised book entry form with a Norwegian Central Securities Depository which will be Verdipapirsentralen ASA ("VPS"). 5.2 The VPS Notes are constituted by the Deed of Covenant. 5.3 The VPS Notes shall be lodged with the VPS Paying Agent which shall be linked to VPS as an account holding institution in accordance with the provisions of the Norwegian Securities Register Act (in Norwegian: lov om registrering av finansielle instrumenter 2002 5. juli nr. 64). Settlement of sale and purchase transactions in respect of VPS Notes in the VPS will take place three Oslo business days after the date of the relevant transaction. Notes in the VPS may be transferred between accountholders at the VPS in accordance with the procedures and regulations, for the time being, of the VPS. A transfer of Notes which are held in the VPS through Euroclear or Clearstream, Luxembourg is only possible by using an account operator linked to the VPS. 5.4 The VPS Paying Agent shall, at the request of the holder of any VPS Note, issue voting certificates and block voting instructions in a form and manner which comply with the provisions of Schedule 7 (Provisions for Meetings of Holders of Notes) (except that it shall not be required to issue the same less than forty eight hours before the time fixed for any meeting therein provided for). The VPS Paying Agent shall keep a full record of voting certificates and block voting instructions issued by it and will give to the Issuer not less than twenty four hours before the time appointed for any meeting or adjourned meeting, full particulars of all voting certificates and block voting instructions issued by it in respect of such meeting or adjourned meeting. 5.5 All VPS Notes will be in uncertificated and dematerialised book entry form and consequently all references in this Agreement to: (a) the Notes being in any other form are not applicable to VPS Notes; (b) Coupons, Talons and Receipts are not applicable to VPS Notes; (c) Notes being executed and/or authenticated and/or effectuated by or on behalf of any person are not applicable to VPS Notes; (d) Notes having any provisions endorsed upon or attached to them are not applicable to VPS Notes; (e) the Notes being in any particular form shall, in the context of VPS Notes, be read and construed as references to the Notes being in uncertificated and dematerialised book entry form; and (f) the "Holder" of any VPS Notes shall be read and construed in accordance with the Conditions of such Notes. 5.6 This Agreement shall apply to VPS Notes with the modifications described in this Clause 5 (VPS Notes) and the following exceptions: (a) with the exception of Clauses 3.1 and 3.2, which shall apply to issues of VPS Notes, 3 (The Notes) hereof shall not apply to issues of VPS Notes; (b) with the exception of Clause 7.1(a), 7.1(b) and 7.9, which shall apply to issues of VPS Notes, Clause 7 (Issuance of Notes) hereof shall not apply to issues of VPS Notes; (c) Clauses 4 (VP Notes), 6 (Swedish Notes), 8 (Replacement Notes), 9 (Payments to the Fiscal Agent or the Registrar), 10 (Payments to Holders of Bearer Notes), 11 (Payments to Holders of Registered Notes), 12 (Duties of the Transfer Agent) and 14 (Miscellaneous Duties of the Registrar) hereof shall not apply to issues of VPS Notes; and (d) Clause 13 (Miscellaneous Duties of the Fiscal Agent and the Paying Agents) hereof shall not apply to issues of VPS Notes.